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.
Related: Why Do Business in the Philippines?
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.
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.
Another important responsibility of the corporate secretary is record keeping. While the actual minutes can be delegated to a 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 the arrangement of regular committee and shareholders’ meetings.
If you’re planning to set up operations in the Philippines, your company needs to have a corporate secretary to meet local compliance and reporting requirements.
In the Philippines, a corporate secretary must be both a resident and a citizen of the Philippines. They are legally required to document board meetings and make sure that the proceedings in such meetings are done in good faith and bounded by the law.
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This post was published 24 January 2020 and edited 04 October 2020.