The Secretary

THE COMPANY SECRETARY

Any company, other than a small private company shall have one or more employees who shall be designated as Company Secretary

Article 219 as modified by Law 14/2010 of 07/05/2010

The Company Secretary to replace the Employee of a company

The 2009 companies’ law had scattered provisions on employees of a company. The article 219 stated out the duties of that company’s employee in these words:

Any company, other than a small private company shall have one or more employee whose duties shall be the following: 

  • to advice members of the Board of Directors on their duties and powers;
  • to inform members of the Board of Directors about all the necessary regulations or those which may affect the meetings of shareholders and of the Board of Directors, reports thereof and their submission to different relevant organs provided for by the Law as well as the impact of failure to comply with such regulations;
  • to make sure minutes of the meetings of shareholders or the Board of Directors are well prepared and registers provided for by the articles of association are accurately kept;
  • to make sure annual balance sheet and other types of required documents are submitted to the registrar general as provided for by this Law;
  • to make sure copies of annual balance sheet and activity reports where necessary are submitted to all those provided for by this Law”.

Article 220 mentioned that an office of that employee shall not be left vacant for three (3) months. The name of such an employee shall be notified to the Registrar General. The company shall, within thirty (30) days, notify to the Registrar General whether the appointed employee resigned or was removed from office.

These provisions have since been amended. Art. 219 for example replaced the term “employee” with company “Secretary” and that article was amended as follows in the May 2010 amendments:                

The duties of the Company Secretary

Article 219 of Law n° 07/2009 of 27/04/2009 relating to companies as modified and complemented by the May 2010 amendment states the duties of the Company Secretary as follows:

“Any company, other than a small private company shall have a Company Secretary whose duties shall be the following: 

  • to advice members of the Board of Directors on their responsibilities and powers;
  • to inform members of the Board of Directors about all the necessary regulations or those which may affect the meetings of shareholders and of the Board of Directors, reports thereof and submission of all company documents required by the law to relevant organs as well as consequences due to the failure to comply with such regulations; 
  • to ensure that minutes of the meetings of shareholders or the Board of Directors are well prepared and that registers provided for by the articles of association are accurately kept;
  • to make sure annual balance sheet and other types of required documents are submitted to the Registrar General as provided for by this Law;
  • to ensure that copies of annual balance sheet and activity reports are transmitted to relevant destinations n accordance with this Law and to any person as provided by the law”.

 

He / she is responsible for keeping registers of directors and shareholders and of directors’ interests and keeping the Office of the Registrar General informed as required by law.

 QUALIFICATION, APPOINTMENT AND REMOVAL

Whilst there are no rules as to qualification, appointment or removal, the office holder should be a person of suitable standing and hold a properly drawn up contract with the company.

LIABILITY OF A SECRATARY

Acts of the secretary  in accordance with the agreement bind the company.            

. REMOVAL OF A SECRATARY

The Company Secretary is an employee and the relevant laws apply.

But in addition to this the office of the Company Secretary shall not be left vacant for three (3) months .

The name of such an employee shall be notified to the Registrar General.

The company shall, within thirty (30) days, notify to the Registrar General whether the appointed employee resigned or was removed from office.

REGISTER OF DIRECTORS AND SECRATARY

The Company Secretary must keep the ORG informed as required by law.

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