Company Secretary

From Open Risk Manual


Company Secretary. Officer appointed by the directors of a firm as responsible for ensuring that firm's legal obligations under the corporate legislation are complied with. His or her formal duties include (1) calling meetings, (2) recording minutes of the meetings, (3) keeping statutory record books, (4) proper payment of dividend and interest payments, and (5) proper drafting and execution of agreements, contracts, and resolutions. A company secretary is not automatically an employee of the firm and, if employed with executive responsibilities, not be its director shareholder. If a firm has only two directors, one may act as its secretary; but a sole director may not. A firm (such as of accountants) may not act as a company secretary for any firm. Called corporate secretary in the US.


  • Corporate Secretary

Issues and Challenges

Functionary but also a signer of documentation in the company. Does not have powes to do anything without instruction from the board. THe rol arsies from legal obligations iposed by the company. responsible to legislative authorities fo rthe company meeting those legal obligations. Role is that they gain a degree of control but only in the fact that they must report according to rules established by theirlegislative jurisdiction. Example: Delaware: you need a designated corporate secretary who is responsible for submitting certain documents etc.

See Also


This entry annotates a FIBO Ontology Class. FIBO is a trademark and the FIBO Ontology is copyright of the EDM Council, released under the MIT Open Source License. There is no guarantee that the content of this page will remain aligned with, or correctly interprets, the concepts covered by the FIBO ontology.