Legal Status or Position of Company Secretary
It is difficult to state the real position of the company secretary as the law has not clearly defined it. A secretary acting with implied authority acts in the manner which is necessary for him to effectively perform his duties. However, his legal position can be explained from the various verdicts of the court and functions performed by the company secretary. The legal position or legal status of the company secretary is highlighted below:
- Position as an employee of the company:
A company secretary is merely an employee of the company. He supervises all ministerial and administrative activities. He has to carry out his duties in accordance with the instructions of the board. He performs every correspondence on behalf of a company. He can exercise only the powers which are delegated to him by the board of directors. He is considered as the chief administrative officer, of the company. So, he is a responsible officer of the company.
- Position as an officer of the company:
Under the Companies Act, a company secretary is viewed as an officer of the company. He is appointed to perform the duties prescribed in the Companies Act. He also performs other ministerial or administrative duties as assigned to him. He can exercise such power only which is delegated to him. It is his duty and responsibility to supervise that the affairs of the company are conducted in accordance with the provisions of the Companies Act, rule of Securities and Exchange Commission (SEC) and other various acts applicable to the Company.
- Position as an agent of the company:
The company secretary also acts as a reliable agent of the company. He is also regarded as an agent of the company as he signs a contract on behalf of the company. Since he is the agent of the board of directors, he can sign an agreement with other parties. He is also entitled to take steps for the execution of the agreements signed. He regularly makes representation and enters into” contracts on behalf of the company. He is solely responsible for the board of directors for the smooth running of the office work.
- Position as an advisor to the company:
The company secretary also performs his functions as the advisor to the company. He supplies necessary information to the board of directors and also suggests than in taking decisions. Besides this, he helps the board of directors in performing their activities as he is directly involved with the administrative functions of the company. Also, he advises on time-bound changes to cope with current socio-economic challenges.
- Position as a coordinator:
A company secretary is also regarded as a coordinator among various parties and departments. He maintains liaison with various departments, employees, and members of the board of directors. He coordinates the activities of various departments and units and keeps liaison with the directors, staff and other stockholders of the company. Moreover, he maintains relationships with other external parties at home and abroad.