What Does a Corporate Secretary Do?
After forming a new corporation, several key roles will need to be filled to maintain the day-to-day operations and ensure its long-term success. These roles typically include a board of directors, a CEO, a CFO, and other executives responsible for specific departments. One key role is the corporate secretary. In some ways, a corporate secretary could be considered the glue that holds an entire corporation together. He or she is responsible for assuring the company stays in compliance with both regulatory and statutory requirements while also executing all of the decisions, resolutions, and changes put forth by the corporation’s Board of Directors.
What Is a Corporate Secretary?
A corporate secretary is a key officer in a company's corporate governance structure. In general, states require that corporations designate a corporate secretary, and that he/she is present at all Board of Directors meetings. The precise obligations that a company’s corporate secretary fulfills may be different among corporations, but they typically focus on helping the company keep up with legal and regulatory requirements. However, every corporation typically outlines the corporate secretary’s role in its corporate bylaws.
Corporate Secretary Duties and Responsibilities
So what does a corporate secretary do? A corporate secretary’s job description will vary from business to business, but there are a few key tasks that you’ll see pop up more frequently. Many people mistakenly believe a corporate secretary’s primary role is to take and record meeting minutes. While doing so is, indeed, one of the corporate secretary’s responsibilities, this task is nowhere near the entirety of this pivotal corporate role. Here are a few of the most common tasks that might appear in a corporate secretary’s job description:
- Board meetings: A corporate secretary’s responsibilities go beyond simply taking notes. Before the meeting, they schedule and send notices, prepare the agenda, and distribute board materials. During the meeting, they record minutes, track attendance, verify quorum, and advise on governance procedures. Afterward, they finalize minutes, record resolutions, and oversee follow-up on action items. They also ensure any required filings or updates to corporate records are completed.
- Record Keeping: Much more than just a scribe, the corporate secretary is the officer who implements all of the board’s pronouncements. The corporate secretary also retains and organizes all of the corporation’s significant documents and records, such as the Certificate of Good Standing, business licenses, SEC compliance paperwork, stock transfers, proxy statements, shareholder correspondence, contracts, and the corporation’s Capitalization Table. It is also sometimes the corporate secretary's duty to oversee the filing of required corporate documents with the appropriate government agencies.
- Advisor: A corporate secretary should be willing and able to advise a Board of Directors on its goals and duties, as well as the officers’ individual roles. If the corporation owns any subsidiaries, the corporate secretary will often counsel the board on how to manage and govern them. The secretary advises on meeting procedures and fiduciary duties, helping reduce legal and operational risks. By serving as a trusted advisor, the corporate secretary can strengthen accountability and protect the company’s long-term interests.
- Trainer: When new board members are brought on to a corporation’s Board of Directors, it is the corporate secretary who is tasked with overseeing their orientation, training, and briefings. This sometimes involves explaining bylaws and meeting procedures to new team members. In some cases, a corporate secretary may even develop training materials or coordinate with outside experts.
- Shareholder Communication: A corporate secretary may manage communication between the company and its shareholders. In addition to distributing notices of meetings and annual reports, they also respond to shareholder inquiries and facilitate stock transactions. By keeping shareholders informed, the corporate secretary helps maintain trust while also ensuring all communications comply with legal and regulatory requirements.
In short, the role of a corporate secretary is to keep all parts of the organization aligned, informed, and accountable. While a corporate secretary’s duties and responsibilities will vary from business to business, they always serve as a liaison between the board of directors, management, and shareholders.
Traits of a Good Corporate Secretary
A corporate secretary plays a pivotal role in keeping a company organized, compliant, and well-governed. To excel in this multifaceted position, certain personal and professional traits are essential. Understanding the key traits of a good corporate secretary can help businesses choose the right person for this critical role.
- Supremely organized and detail-oriented
- An effective and patient communicator
- An excellent problem solver
- Experienced at managing entire departments as well as individual employees
- Familiar with business laws and regulations
- Extremely discreet
- Ethically minded
- Proactive and anticipatory
- Acquainted with, and not bothered by, bureaucratic red tape
- Able to perform under pressure
- A calm and rational mediator
These qualities enable a corporate secretary to effectively manage records, advise leadership, and serve as a reliable liaison between the board, management, and shareholders.
Other Corporate Secretary FAQs
Now that we’ve reviewed the basics of the corporate secretary and their role in a business, we can touch on some of the more intricate matters of the role.
Is a corporate secretary an executive officer?
Yes, a corporate secretary is usually an executive officer, but it ultimately depends on the company’s governing documents. In many corporations, especially larger ones, the corporate secretary is a key officer. However, in smaller companies, the role may be more administrative and not formally designated as an officer. Regardless, the corporate secretary serves a critical function in the business.
Can a corporate secretary be a board member?
Yes, a corporate secretary can also be a board member. In some organizations, especially smaller ones, the secretary may serve as a director, combining administrative and oversight responsibilities. In larger or publicly traded companies, it’s more common for the secretary to remain independent of the board to avoid conflicts of interest. Once again, this label can be finalized in the company’s bylaws.
Can the president of a corporation also be the secretary?
Yes, the president of a corporation can also serve as the corporate secretary. This is particularly common in small or closely held companies, where combining roles can streamline decision-making. However, in larger or publicly traded corporations, this dual role is generally discouraged because it may create conflicts of interest.
For further reading about corporate structure, here are a few more articles from Harvard Business Services, Inc. that may pique your interest.
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*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.
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There are 3 comments left for What Does a Corporate Secretary Do?
Ashu Agarwal said: Thursday, April 22, 2021Well Said, A company secretary is the backbone of the corporation looking after all the affairs.
Erin Grey said: Tuesday, April 6, 2021Thank you for sharing details on roles and responsibilities of a company secretary. Lots of new information.. very helpful for new users.
HBS Staff replied: Wednesday, April 7, 2021Hi Erin,
Thank you for reading our blog and we're glad you found it to be helpful.
Fred said: Thursday, April 23, 2020Very helpful information for those of us who are joining boards for the first time.
HBS Staff replied: Monday, April 27, 2020Thanks, Fred!