COMPANY SECRETARIAL SERVICES

Some activities carried out by a Company’ Secretary have been touched on in earlier sections and sub-sections; but here the scope of the practice’'s work in this context is summarised as follows:

Corporate Governance

The provision of advice and guidance to incorporated bodies, in particular, limited companies and LLPs in respect of adherence to the key Companies Act (s) covering their conduct and activities.

Company Combined Register (CCR) Maintenance

Usually, as a result of being either or both the practice office being the registered office and a partner being the Company Secretary, the combined register is lodged at the practice or SAIL address.

The practice maintains the following registers within the CCR:

• Members holding shares
• Share allotments
• Share transfers
• Company secretary and director register
• Register of charges
• Debentures
• Minutes and share certificate log.

Board Meetings: –Notice, Agenda and Minutes

The practice provides these services as well as distributing the same and ensuring the Minutes are lodged in the CCR or Minute Book.

Members’ Meetings: –General and Extraordinary Meetings, Notice, Agenda and Minutes

The practice can provide these services as well as distributing the same and ensuring the Minutes are lodged in the CCR or Minute Book.

Filing of the Confirmation Statement

This document replaced the previous Annual Return form 363. It remains an annual declaration and includes:

• Officers
• Company Secretary
• Directors
• Share Capital
• Shares issued (paid and unpaid)
• Office for notices to be served.

Maintenance of the Register of Persons of Significant Control (PSC)

This is integrated as part of the new Confirmation Statement. It records those individuals or entities who have or who are deemed to have significant control over the company’s affairs. It can repose in the CCR and it is updated annually.

Planning of Annual Accounts

Often known as the Financial Statements or Financial Accounts.

The more complex and sophisticated the company’'s activities, the more advance planning needs to be done; even though no audit is required for those companies for which the practice acts.

Annual General Meeting (AGM)

There needs to be advance planning to ensure the necessary notices and documents are circulated in advance and on time; and are also available on the day.

Extra-Ordinary General Meeting (EGM)

There needs to be early planning to ensure the necessary notices and documents are circulated in advance and on time; and are available on the day. There is an obligation to ensure that the requirements of the Companies Act 2006 are met in order to have one called.

An excellent article from the The Governance Institute on the role of the Company Secretary available here >