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You can help avoid the perils of piercing your corporate veil by keeping good corporate meeting minutes, and preparing them in a timely fashion. A small business corporation, LLC or other company that is closely held can especially simplify the process. It need not be a daunting task, and it doesn’t require any special skills to do properly. It simply takes a bit of effort to start systematizing the process of generating corporate meeting minutes and resolutions to cover important matters of official company business. Once the system is in place, it can be automated.
When you have a system for observing your corporate formalities and generating the records to document you company’s official actions, you immediately get piece of mind. You sleep better knowing this important business has been addressed, attended to, and is no longer a nagging detail you’ve placed on the back burner. As Forest Gump said when he learned of his good fortune with Apple stock and realized he didn’t have to worry about money “no more”, “That’s good! One less thing.”
Role of the Corporate Secretary
It is generally the corporate secretary who is charged with recording the events and actions of a corporate meeting. This duty should be exercised with forethought, planning and an understanding of the purpose and use of corporate meeting minutes.
A good corporate secretary will understand that resolutions in minutes have been compared to a contract between the corporation and the directors and shareholders. Like any contract, the language in the resolution and minutes should be unambiguous and simple. Words should be used in their ordinary sense as generally accepted. Keep-it-simple-stupid (KISS) is useful to remember and apply here since the minutes are legal evidence of an action taken by board of directors or shareholders.
Meeting Preparations
The corporate secretary can prepare in advance for a corporate meeting (either a meeting of the directors or shareholders). The secretary may be differently prepared depending upon the meeting type: regular, special or annual. To prepare, it is good to consider that the directors of the company are held to the high standard of a “fiduciary” in that they are to act in the best interest of the corporation. So, when preparing resolutions and minutes, the secretary should carefully choose language that takes into consideration the fact that directors’ actions are subject to very close scrutiny by shareholders and other interested parties.
The secretary may keep the meeting notes in writing or by mechanical or digital recording device. Every word need not be recorded at a meeting. Instead the important actions, votes, motions and resolutions would be recorded with sufficient detail to show a complete description of the meeting and events that transpired. For example, if a resolution is proposed for adoption, the resolution may be drafted with copies given to the directors or shareholders, as appropriate, to review, comment on, and revise, before the actual meeting. This way, those in attendance at the meeting are familiar with the resolution, and all fine-tuning and consideration has been done so no significant discussion is required at the meeting. The minutes would simply show a motion to adopt the resolution was made, seconded, and unanimously agreed. Should any director wish to dissent, the secretary would duly note that director’s dissent in the minutes.
The secretary may also want to prepare in advance an agenda to guide the meeting along. Copies of the agenda may be given to those directors or shareholders entitled to attend the meeting. Include in the agenda the name of any person who will present a proposal and the nature of the proposal.
The secretary should have available at the meeting any reports, books and documents that may be used to conduct the business of the meeting. The secretary should also have prepared a final draft of the minutes of the previous meeting. If possible, that draft can be distributed to the previous meeting attendees, chairman of the board, President, corporate counsel, etc. for their review. If they have any comments or corrections that clarify any matters included in the draft minutes, the draft can be corrected until it is complete and acceptable. Then, at the next meeting, the final draft minutes of previous meeting may be read and accepted as read, or simply accepted without being read, as the case may be. This can save time at the next meeting and avoid having to re-do the previous minutes again and again.
When the corporate secretary is properly prepared for a meeting, the meeting itself may be conducted efficiently without confusion, much discussion or adjournment. Preliminary coordination with the directors and shareholders to have resolutions drafted and agreed to, motions defined, objections or dissents noted, and having a logical agenda, should result in a pleasant and organized meeting event conducted in a business-like manner.
Joseph Young is a small business consultant and paralegal with 25 years experience. He has worked with hundreds of clients to form, operate and maintain corporations, limited liability companies (LLCs), limited partnerships (LPs), trusts and other hybrid entities. His focus is on establishing, enhancing and reinforcing your corporate veil. His mission is to help you protect your personal limited liability and tax benefits. His approach is to simplify the observance of required corporate formalities, which includes adopting resolutions and recording minutes of corporate proceedings.
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Introduction:
The Company Secretary occupies the critical place in the company’s organizational pecking order stimulating with arduous responsibilities for the proper observance of numerous legislation’s. He is the Chief Administrative Officer of the company who has to advise and guide the Board of Directors so as to ensure that the multifarious statutory requirements are duly adhered to. This places the secretary in an unenvious position of constantly updating his knowledge and skills in the understanding and application of a plethora of corporate laws which are complex and inter-linked. An attempt has been made in this paper to present the changing role of company secretaries in the liberalized economic scenario.
Company secretaries have been playing a three-fold role as a statutory officer, as a Coordinator and as an administrative officer. According to sec.2 (30) of the Companies Act, 1956 the term “officer” includes any director, manager or secretary. Though in the eyes of law, the secretary is a mere officer of the company, in actual practice he commands considerable influence with the directors. The status of the secretary has changed remarkably over a period of time. In Panorama Developments Ltd., vs. Fidelis Furnishing Fabrics Ltd., (1971), it was observed by Lord Denning that, “A company secretary is a much important person nowadays than he was in 1887. He is an officer of the company with extensive duties and responsibilities. From the position of clerk, he has now been elevated to that of managerial cadre. Many of the company secretaries have reached the top position like Chairman, Managing Director, and Executive Director, in their own groups. As a member of the top corporate management, the secretary has come to be accepted as an indispensable professional to ensure corporate governance. He plays a key role in coordinating with the various statutory bodies like SEBI, BIFR, Stock Exchanges, RBI, Department of Company Affairs, Company Law Board in connection with the approvals, sanctions and consents under the various corporate laws.
There has been a growing awareness and appreciation in the Government and the corporate sector of the great support from the Corporate Professions whereby they have ushered in an area of self-regulation. Company Secretaries have become necessary adjuncts in the corporate management hierarchy as they are looked upon for sound counsel and advice on all matters of importance.
The Corporate sector has recognized the role of company secretaries Corporate managements are constituted by corporate executives of multi discipline professionals having dynamism and vision for the effective role of moulding and shaping the corporate sector under any demanding situation. Company secretaries who are also multi – disciplined professionals, have occupied the key and pivotal statuses in the corporate sector have established a good track record of having performed the responsibilities and functions as envisaged in various corporate laws.
With the increased professionalisation of corporate management in the context of modern corporate culture, company secretaries play a key role in guiding and shaping the distinct corporate entity, engaging him. He is often looked upon as a Senior Management Professional who is expected to discharge a wide range of responsibilities. Company Secretary who wields considerable authority in the corporate hierarchy is undoubtedly a professional manager. The most significant managerial skill and professional competence that differentiate him from other managers is the coordinating skill which he has to exercise constantly to bring the different functional specializations within the organization to realize its objectives. In view of the new corporate environment on account of liberalization and globalization, corporate management has witnessed a pronounced shift in favour of management by professionals, among whom the role of company secretary is all the more important.
In a decentralized and liberalised economic and legal environment, the role of a company secretary assumes greater significance and arduous responsibility. A company secretary is no more now a company law secretary. Though compliance of corporate laws is an important function of a company secretary, his role does not commence and end with mere compliance of laws.
Besides a company law specialist and management expert, today a company secretary is required to be a computer secretary. In the changed technological environment, company secretaries have to be expert user of modern information techniques there by enhancing their utility quality of service to the organization and of the clients.
The profession of company secretaries has made remarkable contribution in the liberalised economic and industrial scenario. For, most of the company secretaries perform their duties as merchant bankers, consultants, fund raisers, administrators, programmers and so forth. The financial reforms, capital market reforms, economic reforms have once again thrown up greater challenges and opened up new vistas for the profession of company secretaries. The enactment of Depositories Act, 1996, Companies (Amendment) Act, 1996, Take over code, Securities have (Amendment) Act, 1995, changes in securities contracts (Regulation) Act, 1956, increased powers to SEBI, Forex Management, financial services, foreign collaboration and joint venture agreements, formation of mutual funds, asset management companies and depositories, emergence of institutions like Stock Holding Corporation of India Ltd, Credit Rating Agencies, National Stock Exchange, OTCEI, have all activated the corporate sector to a large extent. Other important areas where company secretaries can contribute substantially include environmental audit, secretarial audit, securities audit, compliance of SEBI guidelines, patents and trade marks, consultancy services and so forth.
Though some clauses in companies Act,1956 nostalgic to the profession company secretaries, significant aspects like hybrids, derivatives and options, provision for buy – back of shares, setting up of Indian Depository Receipts, adequate corporate disclosures, mergers, demergers and corporate restructuring, secretarial compliance certificate have thrown open challenging tasks and opportunities for the profession of company secretaries.
conclusion:
It is clear from the foregoing discussion that company secretaries have come to be accepted by all as an independent and indispensable professional. The role of company secretary has not merely changed; it has transformed itself into new dimensions. The changes have terrified new challenges and tasks; that spur the professional instincts of a company secretary to identify himself with the whole of business.
Dr.R.SRINIVASAN is a Post graduate in commerce and Management. He received his doctoral degree from Alagappa University in 1997. He is now Working as an ASSOCIATE PROFESSORin Post graduate and Research Department of Corporate Secretaryship at Bharathidasan Government College for Women (Autonomous), Pondicherry University, Puducherry.He currently teaches Accounting ,financial management and Research Methodology Subjects. Before Joining BGCW, he was teaching in SNR College, Coimbatore, Sindhi college, Chennai& T.S.Narayanasamy College, Chennai for eight years. He was with the industry for a short term at Salzar Electronics Pvt. Ltd, Coimbatore. He has about 20 years of teaching experience and having research experience of 15 years. His interests are in Accounting and finance, Capital Market, Quantitative Methods. He underwent the Faculty Development Programme at Indian Institute of Management Ahmedabad during 2000-01. He has presented 20 papers in national and international conferences and has published twenty papers in the areas of Finance and Human resource Management in National Journals. Co-authored a book titled, ‘Investors Protection, published by Raj Publications, New Delhi He has delivered lectures in contemporary finance topics at Pondicherry University. He is involved in consultancy projects for Godrej Saralee, Chennai in the areas of Statistical Applications. He has supervised a number of research projects in the area of corporate finance and Human Resource Management. He is the Board of examiner in corporate Secretaryship and Management for the past two decades.
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Corporate compliance comprises of a set of standards and practices which steers a corporate and guarantees its accountability to its stakeholders. It is a group of procedures that affect how a company is functioned, synchronized and controlled. Good corporate compliance adheres strongly to ethical principles, best practices and relevant regulations to safeguard its shareholders interests. Corporate compliance professionals are well respected and usually employed by big corporations and companies.
Precise job duties in the corporate compliance sector may different depending on the type of situation. However, normal corporate compliance job roles contain updating and maintaining the compliance organization, scrutinizing compliance with requirements in structure, setting up compliance committee and board member meetings, monitoring stable types of business processes, instituting and preserving records of operational processes manuals, and examining monthly reports.
Another key part normally involves easing the flow of data. In corporate compliance jobs, officials may require to provide key information to managers, boards and committees. Coordinating with members of the board and fulfilling their demands for information also plays a really big part.
Professional careers in corporate compliance comprise being assistants, paralegals and attorneys, people who are charged with keeping a company in line along with its obligations and liability to stakeholders and the government. Some well-defined, fulfilling and sustaining careers in corporate compliance systems are listed below:
Attorneys
Corporate compliance attorneys are entrusted with the duty to purvey corporate entities with suggestions and information on how to act in accordance with local, state and federal regulations on matters such as accounting, securities and shareholder relations. Attorneys, in their own fashion , can support corporations and companies increase their existing businesses and set up new subsidiaries or divisions. Corporate compliance attorneys may work in the in-house legal subdivision of a big corporation or set up their own firms and make available their services to a few organizations, such as health care, educational, investment, real estate and manufacturing companies.
Paralegals
Like paralegals in other law firms, corporate compliance paralegals also support out attorneys in their responsibilities. A paralegal may respond to knowledge requests, maintain and update corporate records, draft and file legal documents such as articles of incorporation and bylaws and maintain calendars, and interrelated tasks.
Coordinators and managers
A corporate compliance coordinator or manager is noted the task of scrutinizing functions of the company to be confident that all laws and regulations are complied with and violations are avoided. Managers or coordinators may work along with attorneys to adhere to filing deadlines and requirements, and may take up the chargeability of preparing materials and facts for board meetings and forwarding minutes of meetings. A corporate compliance manager can be liable for setting up internal controls, drafting paperwork for financial commerce , and implementing deception investigations. A corporate compliance coordinator is also in control of keeping corporate compliance of the individual company practices up-to-date.
Financial advisor
A financial guide , employed in the corporate compliance office, is specially concerned with rules and policies concerning finances, including corporate auditing and financial reporting. A financial consultant in the compliance office may work with communication and information department of the company to make confident that communication systems of the company are up-to-date and exact enough to track transactions for the target of meeting financial reporting requirements.
For more information on compliance jobs, visit our website.
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In today’s dynamic business world, the success of corporate governance largely depends on fulfilling a multitude of secretarial works, legal necessities, and constitutional compliances. No matter it is a small business set up or a large business corporation, corporate secretarial services are essential for the success and existence of a business.
Corporate secretarial services are simply services undertaken in order to comply with the regulatory requirements put forward by a company’s registered jurisdictions. These services are usually carried out by reputable law firms.
In the Kingdom of Thailand, corporate secretarial services are primarily offered in connection with the formation and registration of new company, Thai limited partnership, and procedures for filing in order to qualify for protection under the Treaty of Amity and Economic Relations between the United States and the Kingdom of Thailand.
However, in most cases, these services are categorized into: basic services, services in connection with attending of meetings on behalf of clients, and complex projects. Basic secretarial services consist of maintenance of statutory books, filing of returns, and provision of company secretary. Among the complex corporate secretarial projects are procedures in connections with the purchase of shares, restructuring of company, modeling of financial statements, implementation of management systems and control, and registering and reregistering of companies.
Depending upon the unique requirements of corporate clients, services offered in connection with corporate secretarial vary from firms to firms. As mentioned earlier, corporate services consists of establishment of business structure in Thailand, providing advice on foreign investment rules, providing advice on exchange control, maintenance of statutory records and company filings, processing and monitoring trade documentation, and providing advice on international trade as well as trade finance. In some instances, corporate secretarial services in the Kingdom of Thailand include:
- Providing facilities in order to keep and maintain company books and company seals
- Arrangement for the provision of nominee directors
- Proper maintenance and revision of company statutory registers and minute books
- Organizing as well as attending of meetings of directors
- Preparation of resolutions for the purpose of meetings of directors and shareholders
- Preparation of minutes for annual general meetings and extraordinary general meetings
Some legal firms provide such services as:
- Local advertising
- Establishing as well as maintaining directors’, shareholders’, and officers’ registers
- Arrangement for banking relationships and maintenance of bank accounts
- Filing statutory records with the government authorities of the Kingdom of Thailand
- Liaising with auditors, brokers, legal advisors, accountants, custodians, and shareholders
- Filing of annual returns
- Ensuring efficiency of corporate firms through maintenance of separate fax, telephone, and other electronic services for the company
Different types of corporate secretarial services also cover providing guidance as well as practical support to directors, communicating with shareholders in order to ensure that due regard is paid to their interest, providing assistance and advice for establishing corporate actions such as bonus issues and script issues, and ensuring that all of the company’s activities including holding of shareholders’ meetings, issuance of notice, maintenance of statutory records, dividend payments and corporate governance, are carried out in accordance with the requirements of Companies Act and Regulatory authorities. Above all, corporate secretarial services also consist of preparation of share certificates and registers and company searches.
Corporate secretarial services rendered by reputable law firms provide a host of benefits to corporate clients. One of the key benefits is that it allows you to focus on your core business activities. Another advantage is that these services undertaken by good service providers ensure that all the activities with regard to company is carried out and maintained in good standing.
Thailand has a plethora of law firms to render the best in corporate secretarial services. But, it is important that you should make a thorough investigation with regard to the professionalism as well as the way they render the corporate secretarial services, prior to approaching a law firm in Thailand. It must also be checked whether the attorneys are licensed by the Law Society of Thailand.
Many of the reputable law firms assist and guide their clients through the business and legal environment. Some of them even address prospective issues that a new investor may encounter. There are also some reputable law firms in Thailand that render a range of management functions to its corporate clients, such as, accounting, banking, and invoicing services, apart from corporate secretarial services.
For nearly 30 years, Bamrung Suvicha Apisakdi Law Associates (BSA Law) has focused on providing reliable legal advice and services to the Thai and foreign business community in Thailand. We provide international standards of legal services while retaining the customs of the Thai business culture.
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