What Are the Duties of a Corporate Secretary?

Every corporation is required to have a corporate secretary. A corporate secretary’s tasks differ from the duties and responsibilities of a company secretary. What does a corporate secretary do? 

The Role of the Corporate Secretary

You may be familiar with a company secretary’s tasks as an administrative staff: scheduling and taking minutes in meetings, liaising with other offices and providing general secretarial support. Corporate secretary duties are far more complex.

While the duties of a corporate secretary are stipulated in a corporation’s bylaws, there are some tasks that are commonly expected of the role. Here are some of the general responsibilities of a corporate secretary.

Corporate Governance

The corporate secretary promotes corporate governance and regulatory compliance by ensuring that the board of directors has the information and tools that they need to fulfill their obligations to shareholders. 

For this reason, it is necessary for a corporate secretary to have extensive knowledge of the laws and regulations that the company needs to adhere to. 

Keeping Records

Another critical responsibility of the corporate secretary is record keeping. While the actual minutes can be delegated to secretarial staff, the corporate secretary has to ensure the completeness and accuracy of its content. 

Some of the items that a corporate secretary has to document include, but are not limited to:

• Amendments in the constitution
• Changes in the company name or principal address
• Increase in capital stock
• Stockholder correspondence
• Stock issues
• Transfers and Proxy Statements

Scheduling Board Meetings

The corporate secretary is also tasked with preparing and planning regular board meetings. They manage every aspect of the meeting – from setting an agenda to preparing the meeting logistics. They have to attend the meetings and ensure that the minutes are recorded. They are also responsible for arranging regular committee and shareholders’ meetings.