A corporate secretary’s responsibilities range from managing and maintaining a corporation’s records and documentation to serving as an advisor and trainer for the board of directors. They also ensure that the corporation meets its legal obligations, including compliance with laws and regulations.
The Corporate Secretary role is a critical part of the governance framework for any company, whether it’s a public or private one. Specifically, the corporate secretary serves as the executive officer charged with overseeing legal entity governance management and compliance with the terms of the Articles of Incorporation, Bylaws and other founding documents of the company and with subsidiary, joint-venture and other entities that the company has established.
Outsourcing a Corporate Secretary Services Provider
Companies that outsource their corporate Read this – Corporate Secretary Services can benefit from the experience and expertise of a third-party service provider to help them establish sound governance practices, procedures and processes. In addition, the outsourcing partner can offer best-in-class governance tools to ensure that those practices and processes are implemented effectively.
These include a secure board portal that can be utilized for the management of all corporate governance related records, including board books, meeting minutes and other records and documents that can be made accessible for due diligence or legal proceedings in order to preserve the “corporate veil” and defend shareholders against shareholder lawsuits that claim breach of fiduciary duties on the part of a company’s Board of Directors.
Incorporating a Corporate Secretary
Whether a company is a public or a private one, it needs a professional and qualified person to fulfill the critical and complex responsibilities of the Corporate Secretary role. This position is essential to both the Board of Directors and the Company’s executive management team in performing the Company’s statutory responsibilities under applicable state law as well as managing the legal liability risks that arise from those statutory responsibilities.
As a key member of the board, the Corporate Secretary is responsible for ensuring that all Board members operate in accordance with the provisions of the Company’s Articles of Incorporation and bylaws and Board and Board Committee Charters as well as other foundational documents that govern the operations of a Corporation.
They also are responsible for the corporate governance program and process development, enhancement and implementation. These responsibilities include assisting with the identification of best practices, implementing board resolution approval processes and facilitating Board governance audits.
The Corporate Secretary is a vital part of the governance structure of a public company and an important resource to its board of directors. In fact, under state corporation laws, every public company is required to designate a Corporate Secretary.
Under state law, the Corporate Secretary is also charged with ensuring that the Board of Directors has the proper advice and resources for discharging its fiduciary duties to its shareholders. This includes preparing and recording minutes of meetings, taking notes of discussions that have occurred and making sure all meetings are documented properly and in compliance with the law.