ABSTRACT

Don’t confuse a company secretary with the person who does the typing and filing, although in smaller outfits many company secretaries do this in addition to their other duties.

A company secretary has no powers to speak of, other than to commit the company to contracts of an administrative nature, and no rights (unless agreed with the company, for example in a contract of employment), but usually takes on the following duties: ❍ Providing shareholders, directors and the company

auditor (if there is one – see FAQs) with written notice of company meetings. There are minimum notice periods (see resolutions). The notice must say what the meeting is to be about – in practice, an agenda – and it must include the draft wording of any special or elective resolution(s). In practice, of course, it is always sensible to include the draft wording of any resolution. There must be a proxy notice.