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Corporate Secretarial Service

Facilitating mandatory legal compliances and interactions with the various stakeholders and interest groups of the company on its behalf , collectively fall within the ambit of corporate secretarial service. A company has to comply with a host of mandatory legal obligations in diverse areas relating to company, corporate, commercial and economic legislations, taxation, employee compensation, welfare etc., failing which the company and its officers in charge of management become exposed to the hazards of penalty and imprisonment. Further, a company has to interact externally with customers, suppliers, debtors, creditors, the Government and the public at large and internally among the members of the staff and between the employer and employees including board of directors and management committee. The scope of corporate secretarial service differ from company to company depending on its size, ownership pattern whether closely held or widely held and if listed on stock exchange or not.

The domain of corporate secretarial service can also be divided into non statutory and statutory part. While the non statutory part is concerned with rendering management services, a portion of the statutory duties takes care of the elaborate compliances required under the Company law at different stages for its incorporation, continuance, restructuring and winding up and the rest is concerned with observance of other areas of law required for all types of organizations and not necessarily for a company, such as commercial, economic, fiscal, tax and other legislations.

Corporate secretarial service prior to incorporation of company assists the first members or promoters of a proposed company towards its smooth formation by continuously interacting with the registration authority. In this connection, it has to be ascertained first from the registration authority, if the proposed name of the company is available. The memorandum and the articles of association or the bye laws have to be drafted. In case the proposed company intends to be widely held by issuing shares, debentures or deposits to the public or wants to be listed on the stock exchange, prospectus for inviting such offers from the public has to be prepared.

Corporate secretarial service also assists the promoters for entering into preliminary or pre-incorporation contracts on behalf of the company with third parties including vendors, which call for adoption and ratification by the company after its incorporation in order to be binding and enforceable. To regularize such matters, enabling provisions must be kept in the bye-laws or the Articles of Association of the company.

Corporate secretarial service immediately after incorporation on receiving certificate of incorporation from the registering authority, corporate secretarial service provider has to arrange for adoption and ratification of the aforesaid pre incorporation contracts by the company entered before its formation on its behalf. Arrangements have to be made for receiving share applications with application money, for allotment of shares and issue of share certificates and to prepare register of members. In public companies, within 6 months from commencement of business the statutory meeting or the first general meeting of shareholders have to be organized, whose purpose include familiarization of the members with each other and the affairs of the company.

Thereafter, corporate secretarial service during the regular functioning of company as a going concern, assists in maintenance of statutory books and registers, filing various returns with the appropriate authorities, arranges for convening and holding meetings of the Board of Directors, general meetings of members, meetings of committees and sub committees of the company at specified intervals or earlier. Corporate secretarial service provider has also to draft notices convening meetings, to frame resolutions, to write minutes and to get them confirmed and circulated with the approval of the Chairman. The agency has also to ensure that the accounts are maintained and audited as prescribed by the laws and dividends are timely paid to the members, if declared.

Corporate secretarial service at the time of restructuring, amalgamation, reconstruction or take over bid in the company, assists in preparing statements, arranging meetings as directed by the court, etc.

Corporate secretarial service at the time of winding up is obliged to assist the Official Liquidator and to carry out the orders of the court.
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