Company secretarial services refer to the level of administrative and operational functions within a business entity that ensures good corporate governance, effective management and compliance through legislation, laws and regulations that govern both business and industry.
Managing corporate governance is essential for businesses on account of shareholder rights, ownership control and corporate transparency. Your company must adhere to the Companies Act 2017, comply with the law and legislation that governs business and stringently maintain records, such as the holding of meetings, conduct of board members, any interactions with shareholders and stakeholders and any engagement with governmental authorities like SECP, FBR, BOI and others.
ZA-LLP offers company secretarial services with your very own fully staffed secretarial department. Our company secretarial services will improve your business efficiency overall by freeing up your staff to concentrate on their roles. All the paperwork will be provided to you by our experienced team, saving your time and improving your efficiency. We offer both managed company secretarial services and direct company secretarial services for individual companies and professional clients.
IMPORTANCE OF COMPANY SECRETARY IN PAKISTAN
A company secretary acts as the chief administrative officer of the company and has various responsibilities alongside the company directors under the Companies Act, 2017. Under Companies Act, 2017, only public companies are required to appoint a company secretary, while private companies are no longer obliged to do the same, however private companies may appoint one on their own discourse. In the absence of a separate company secretary, the role may be performed by the director or chief financial officer.
QUALIFICATIONS OF A SECRETARY
According to the Companies (General Provisions and Forms) Regulations 2018, Regulation 22, a company secretary for public companies shall have the following professional/academic qualifications:
- A person who is a member of a recognized body of professional accountants or a recognized body of corporate or chartered secretaries; or
- A person holding a master degree in business administration or commerce or being a law graduate from a university recognized by the Higher Education Commission of Pakistan or in case of foreign qualification in the above disciplines, holds an equivalence certificate from Higher Education Commission of Pakistan and having at least five years relevant experience in case of listed company or two years relevant experience in case of other public company; or
- A retired government servant in BS-18 or equivalent or above with at least fifteen years’ service.
Other than these, a company secretary is also required to have the following general qualifications:
- Sound general academic qualification;
- Special knowledge of secretarial practice;
- Proficiency in language especially the business terminologies;
- Knowledge of company law;
- Knowledge of business law;
- Knowledge of accountancy;
- Knowledge of taxation laws;
- Knowledge of information technology;
- Knowledge of banking and finance;
- Knowledge of organization and management;
- Knowledge of business groups in general and concerned business group in particular;
- Legal knowledge.
FUNCTIONS OF A SECRETARY
A company secretary is a fiduciary position which has largely ministerial or administrative nature. They have no powers to negotiate contracts, borrow moneys or make policy decisions. It is responsible for ensuring that the Board procedures are followed, and that all applicable laws, rules and regulations and other relevant statements of best practice are complied with.
Following are the various functions performed by company secretary:
- To ensure compliance of the provisions of Companies Act 2017 and other statutes and bye-laws by the company.
- To ensure that business of the company is conducted in accordance with its memorandum of Association.
- To ensure that affairs of the company are managed in accordance with the articles of association and the provisions of the Companies Act 2017.
- To prepare the agenda and the other documents for regular and special meetings of the board of directors in consultation with the Chairman.
- To arrange with to call and hold meetings of the board and prepare a correct record of proceedings thereat.
- To attend the broad meetings in order to ensure that the legal requirements are fulfilled and provide such information as maybe necessary.
- To prepare, in consultation with the chairman, the agenda and other documents for the annual general meetings and extraordinary meetings.
- To arrange with the chairman to call the annual and extraordinary general meetings of the company and to attend such meetings in order to ensure compliance with the legal requirements and to make correct records thereof.
- To carry out all matters concerned with the issue of shares including maintenance of their statutory Share Register and conducting the appropriate activities connected with share transfers.
- To ensure that the company’s properties and interest are adequately insured and deal with all insurance matters arising.
- To ensure the custody and administration of the company’s property investments, other investments, patent, trademark and trade agreements.
- To prepare, approve, sign and seal agreements leases, legal forms, and other official documents on the company’s behalf, when authorized by the broad of the directors or the executive responsible.
- To advise, in conjunctions with the company’s solicitors, the chief executive or other executives, in respect of the legal matters, as required.
- To ensure that the official returns, statistics, accounts etc. are duly completed and submitted.
- To engage legal advisors and defend the rights of the company in Courts of Law.
COMPANY SECRETARIAL SERVICES
ZA–LLP provides premier Company Secretarial Services, offering an extensive range of facilities, such as formation of new companies, share transfers, company reorganization / restructuring and advising on other related matters. As Directors have a legal duty to ensure that the Company Secretary has the requisite skills and resources necessary to ensure discharge of duties, appointing ZA–LLP, as the named Secretary, removes the burden of Secretary Statutory Duties. These services include:
Our firm is capable of assisting in the incorporation of new entities, which also include expanding to a regional or establishing branch offices/liaison offices. These services may include providing advice on the incorporation process, and providing an efficient incorporation service alongside assistance in post incorporation matters.
ANNUAL COMPANY LAW COMPLIANCE SERVICES
Company Secretarial Services also provides assistance to companies and directors with their on-going annual company law obligations, thereby guaranteeing that the compliance of Companies Act, 2017 provisions are being fulfilled. These services include maintenance of statutory registers, preparation and filing of annual returns, filing of statutory forms, branch compliance services etc.
BOARD SUPPORT AND REPORTING SECRETARY
Our Firm will provide experienced and skilled personnel to attend board meetings and thereby ensure that such company meetings are being held in accordance to corporate governance principles. Directors will also be assisted in their legal obligation to record all proceedings of director meetings.
Engaging our firm for their secretarial services will also provide guidance on wider corporate governance issues, whereby which governance issues, and a guide to director’s responsibility and risk will be provided, to meet up with the changing global standards.
SHARE CAPITAL ASSISTANCE
As the needs and demands of a company change, they also commonly go through share capital restructuring during the course of their life. These changes include issues of shares, transfer of shares, alteration of share class rights, share reorganization, assisting in submission of share stamp duty, rectification of statutory registers and issuance of share certificates. Engaging Company Secretarial Services would allow the company to perform these functions optimally.
LEGAL ENTITY REDUCTION
Secretarial Services will also allow companies with complex group structures, draining the company financial and operationally, to simplify their setup by devising a strategy for optimal restructuring, undertake detailed due diligence, identify entities for elimination and also assist in execution of such elimination strategy.
DISCLOSURE OF BENEFICIAL OWNERSHIP
With the increasing demand of transparency in business in relation to ownership and tax requirements, governments have made it mandatory to collect and maintain registers for beneficial owners of company. Engaging the company secretarial services will ensure that a team of specialists assist their clients with the requirements for disclosure of beneficial ownership.
Any other specific services, which you may require, to meet your corporate needs and requirements.