Corporate Secretarial Practice and Records
The company secretary's role
Understand the secretary as guardian of process: convening meetings, advising on procedure, maintaining statutory registers, and ensuring filings are timely. Know the distinction between the statutory registers (members, directors, secretaries, charges, beneficial owners) and minute books, and the retention periods and inspection rights attaching to each.
Meeting administration
Be able to sequence a meeting: notice, agenda, quorum check, declarations of interest, resolutions, voting, and minutes. Know the difference between ordinary and special resolutions, including notice periods and majority thresholds, and when written resolutions are permissible. Understand proxy rights and how they are exercised.
Records and evidence
Minutes should record decisions and the reasoning where material, not a verbatim transcript. A common trap is assuming minutes are conclusive proof; they are prima facie evidence and can be rebutted. Another trap is confusing the register of members (which determines legal title) with beneficial ownership records.
Rule of thumb - the audit trail test
Ask whether an independent reviewer could reconstruct who decided what, when, on what authority, and with what conflicts disclosed. If the paper trail fails this test, the governance record is deficient even if the decision was sound. Retain records for the statutory period and ensure inspection requests are handled consistently and lawfully.