A Brief Introduction to the Position of Company Secretary

For U.S. Businesses Expanding into Common Law Jurisdictions

If you are expanding your U.S. business into countries like the United Kingdom, Hong Kong, the British Virgin Islands, the Cayman Islands, Singapore, or many other English common law jurisdictions, the role of a company secretary may be entirely new territory.

 Although the role may be unfamiliar, the importance and long-term value of corporate secretarial services when operating abroad cannot be overstated. Let’s take a closer look at the role of a company secretary.

What is a Company Secretary?

While the notion of a company secretary is deeply rooted in the traditions of English common law, present-day authority and stature for the role was established in the English Court of Appeal in 1971. In Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd [1971], the English Court of Appeal recognized the role of a company secretary. Lord Denning MR described the secretary as an officer with extensive duties and responsibilities, while Salmon LJ called the secretary the company’s chief administrative officer.

Today, a company secretary may be required to hold a professional qualification. Many common law jurisdictions, such as Australia, the UK, Hong Kong, and Singapore, recognize the professional qualification/licensing of a company secretary through a separate body, similar to how bar qualification to practice law or becoming a certified public accountant (CPA) is recognized in the U.S.

A qualified company secretary in Hong Kong may be called a ‘chartered secretary’, a highly regarded professional “trained to uphold the highest standards of corporate governance, effective operations, compliance, and administration”.

What Does a Company Secretary Do?

In most common law jurisdictions, the company secretary plays an important part in the ongoing corporate governance of companies, in both a regulatory and procedural capacity. Company secretary responsibilities typically include:

• Coordinating the production, publication, and distribution of company accounts and reports.
• Communicating on behalf of the company with shareholders, regulatory bodies, and stock exchanges.
• Ensuring company compliance with relevant laws and regulations.
• Organizing and facilitating meetings of directors and general meetings of shareholders.
• Advising directors on current developments in good corporate governance practice.

An experienced company secretary can also provide advice to directors regarding board procedures and help to ensure that the applicable rules related to relevant company ordinances and regulations are being followed at all times. Senior company secretaries often play important roles in larger corporate groups, serving as chairs, chief executives, and non-executive directors, as well as managers and secretaries of the board.

How Can a Company Secretary Support Corporate Records and Due Diligence?

The value of good corporate records becomes especially clear during a financing, an acquisition, or a public offering. Buyers, investors, and their advisers need to verify who owns the company, who has authority to act for it, and whether significant decisions were properly approved.

A company secretary can help maintain the share register, board and shareholder minutes, resolutions, and filing history so that this information is ready for review. Missing approvals or inconsistent records may require investigation and corrective work at precisely the point when a transaction is moving quickly.

Keeping records current throughout the company’s life can make due diligence more efficient and give directors a clearer picture of their governance obligations. For a group with entities in multiple jurisdictions, corporate secretarial support can also help maintain a single, reliable source of truth for the group structure, ownership, officers, and key filing deadlines, aligned with each entity’s local records.

Next time you are establishing a new place of business overseas, consider whether a company secretary can add value to your venture. Long-term, the investment in seamless and professional administration of your entity may well be worth your while.

This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.