What Does a Corporate Secretary Do?
A Corporate Secretary could be considered the glue that holds an entire corporation together. He/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?
In general, states require that corporations designate a Corporate Secretary, and that he/she is present at all Board of Director meetings. The Corporate Secretary is an officer of the corporation.
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.
What Are a Corporate Secretary’s Responsibilities?
So what does a Corporate Secretary do? 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.
Typically, a Corporate Secretary's job description would include:
- Board meetings: The Corporate Secretary plans and executes all Board of Director meetings and committee meetings, including strategic planning; creating agendas; inviting the appropriate attendees; reserving the meeting space and covering all possible logistical issues. He/she also oversees the corporation’s shareholder meetings.
- Record Keeping: The Corporate Secretary is not only responsible for taking meeting minutes but also for the substance and dissemination of them. The meeting minutes must accurately describe and effectively communicate the final decisions of the Board of Directors. 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 as well as records; some of these might include its 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.
- 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.
Do I Need a Delaware Corporate Secretary?
In a Delaware Corporation one person can hold all company positions, so it does not have to have a corporate secretary.
Traits of a Good Corporate Secretary
A Corporate Secretary has a number of key responsibilities within the company, so make sure to hire someone comformtable with record keeping, corporate filings, and other forms of board support. The best candidate to hold the position of Corporate Secretary would be:
- 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
- Acquainted with, and not bothered by, bureaucratic red tape
- Able to perform under pressure
- A calm and rational mediator
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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!