The role of the company secretary is pivotal in supporting and coordinating between various shareholders and directors of a company for the preparation and submission of documents to the DIFC authorities primarily the Registrar of Companies (RoC), updating and maintaining records, and advising the company’s board on changes in legislation which affects the administration and operations of the company.
The company secretary is one of the many cogs that make the company wheel continue to turn. However, the role of a company secretary is often undervalued as the function is more administrative rather than managerial. Whilst not having the range of duties and responsibilities of directors, a company secretary has critical tasks delegated to him/her and may be liable if those tasks are not carried out on time or in an appropriate manner, as prescribed by the DIFC law.
According to the DIFC Companies Law, every public company shall have at least 1 secretary whereas, in a private company it is optional and not a compulsion.
As per the DIFC laws, no formal qualification has been laid down for the company secretary. The appointment of the company secretary is at the discretion of each company. According to the DIFC new companies Law 2018, the company secretary must have requisite knowledge and experience to discharge the function of the Secretary of the Company and have held office for at least 3 years at a public body corporate. In a DIFC company, the secretary may be an individual, a body corporate, or a partnership, provided that in the latter cases the entity must be incorporated, established, or registered in the DIFC or registered in a jurisdiction approved by the RoC. A company secretary need not necessarily be an employee of the company, and the services can be contracted out to any individual or a professional firm.
Duties And Responsibilities Of A Company Secretary:
The company secretary has been mentioned in the DIFC Companies Law Number 5 of 2018 though there is no comprehensive code of conduct defining the duties and responsibilities for company secretaries. The company secretary shall:
There is an implicit understanding that information provided to the company secretary is accurate and bona fide in all respects. The company secretary is not expected to ratify and ensure the veracity of the information provided and would not be liable if he can prove that he acted in good faith A company secretary may not be held liable or be subject to criminal proceedings in case of fraudulent dealings of the company, misappropriation of funds, etc. unless he or she is knowingly involved in the wrong-doing. In conclusion, the company secretary’s role, albeit administrative, is a vital component in the operations of any company.