Duties and Functions of a Company Secretary

Statutory Duties
1. To sign any document requiring authentication under any statute.
2. To arrange for filing statement in lieu of prospectus
3. To deliver share or debenture certificate within 3 months of allotment or within 2 months of registration of transfer
4. To file notice of situation of the registered office of the company
5. To make a statutory declaration for getting the certificate of commencement of business and file it with the Registrar.
6. To sign the annual return
7. To send notices of general meetings to every member of the company
8. To prepare minutes of every general and Board meetings or meetings of every committee of the Board within 30 days.
9. To maintain a number of statutory books such as register of members, register of debenture holders, etc.,
General Duties
1 To discharge his duties most diligently and honestly and not to act beyond the scope of his authorities.
2 To maintain secrecy of confidential matters
Functions
1. As a head of the Secretarial department, the secretary controls and supervises the activities of the department under his control. As a principal officer of the company, he signs documents requiring authentication.
2. He performs all such acts as authorized by the Board.
3. The secretary arranges for the Board meeting, in consultation with the chairman of the Board, fixes a day, place and time of the meeting and prepares agenda and issues the notices of meetings.
4. He ensures that the actions of the Board do not infringe the provisions of the Companies Act and are not beyond the scope of Memorandum and Articles of association.
5. The secretary functions in the best interest of the shareholders. He has to deal with the shareholders with tact.
6. He performs all legal formalities connected with the conduct of general meetings of shareholders and records the proceedings of the minutes in the Minute book.
7. He should ensure that all correspondence with shareholders is dealt with promptly and their queries answered carefully keeping in view the statutory provisions in this regard.
8. His functions in relation to issue of allotment letters, share certificates, dividend warrants, share transfers, forfeiture of shares and a host of other things are also important.
9. As a chief officer closely connected with the Board, he has to coordinate the work of different departments.