UPMSP Secretarial Practice cheat sheet

Secretarial practice is the body of administrative and compliance work that keeps a company legally valid: incorporation filings, statutory registers, meeting records, returns and correspondence with the Registrar.

The company secretary acts as the link between the board, the shareholders and the regulator; the role is compliance-oriented rather than executive, and authority flows from the board and from statute.

Core instruments of the role are the notice, the agenda, the resolution, the minutes, the statutory register and the periodic return; each has a prescribed content and a prescribed custodian.

Secretarial work divides into three streams: structural (formation, capital changes), recurring (meetings, registers, returns) and event-driven (resignations, charges, winding up).

A company is a separate legal person; the secretary's documents are the evidence that corporate acts were validly performed by that person through its organs.

Distinguish the secretary's statutory duties (fixed by company law), contractual duties (fixed by the service agreement) and fiduciary duties (good faith, no secret profit, no conflict of interest).

Secretarial practice is documentary: an act that is not recorded, dated and signed in the proper book or form is difficult to prove and may be treated as not done.

Modern secretarial practice is compliance-system based: a compliance calendar keyed to statutory deadlines is the standard working tool, with each item traceable to a filed form or a register entry.

Formation sequence: name reservation, drafting of the constitution (memorandum and articles), subscriber and witness details, registered office particulars, director consents and declarations, then filing with the Registrar.

The certificate of incorporation is conclusive evidence that the company exists; it is issued once the Registrar is satisfied that registration requirements are met.

The memorandum states the company's name, registered office state, objects, liability of members and authorised capital where applicable; the articles govern internal management and are subordinate to the memorandum.

The doctrine of ultra vires limits the company to acts within its objects; an act beyond the objects is void and cannot be ratified even by unanimous shareholder approval.

A public company needs a minimum of seven subscribers and three directors; a private company needs two subscribers and two directors; a one-person company has one of each.

The registered office is the address for service of legal process and official communication; change of registered office within the same jurisdiction is an internal decision, while change of jurisdiction requires a special resolution and regulator approval.

Pre-incorporation contracts are made by promoters on behalf of a company not yet formed; the company is not bound unless it adopts the contract after incorporation through a fresh act.

The promoters stand in a fiduciary relation to the company and to subscribers; they must disclose profit made on the sale of property to the company, and concealment makes them accountable.

Annual general meeting must be held once in each calendar year with not more than fifteen months between two meetings; the first AGM is due within nine months of the close of the first financial year.

Extraordinary general meeting is any general meeting other than the AGM; it is convened by the board on its own motion or on a valid requisition by members holding the prescribed proportion of paid-up capital.

Notice periods: 21 clear days for general meetings of a company with share capital; shorter notice is valid only with the consent of the required majority of members entitled to vote.

Quorum for a general meeting: five members for a public company, two for a private company, one for a one-person company; if quorum is not present within half an hour, the meeting stands adjourned.

Ordinary resolution requires a simple majority of votes cast; special resolution requires at least three times the votes cast in favour as against, and the notice must state the intention to pass it as special.

Minutes must be recorded within thirty days of the meeting, entered in the minute book, signed and dated by the chairman, and are evidence of the proceedings; they are open to inspection by members.

Voting is by show of hands in the first instance; a poll may be demanded by the prescribed number of members or by those holding the prescribed share of capital, and proxies may vote on a poll but not on a show of hands.

A proxy must be deposited with the company at least forty-eight hours before the meeting; the instrument must be signed and dated, and a proxy has no right to speak at the meeting.

Appointment of the company secretary is a board decision recorded in a board resolution; the consent in the prescribed form and the particulars of the appointee must be filed with the Registrar within the prescribed period.

Certain companies are required to appoint a qualified company secretary: a company with paid-up capital at or above the prescribed threshold, and companies covered by the secretarial audit requirement.

The secretary is an officer of the company but not a director; the secretary cannot exercise powers reserved to the board, and acts only as the board directs or statute requires.

Duties divide into statutory (registers, returns, notices, minutes, filings), administrative (records, correspondence, sealing of documents) and fiduciary (good faith, confidentiality, no secret profit).

The secretary signs the annual return and certifies compliance declarations; false certification exposes the signatory to penalty for misstatement.

Liability may be civil (damages for breach of duty, penalty for default in filing), criminal (knowingly false statement, fraud) or vicarious where the officer consented to or connived in the default.

A secretary who resigns must give notice to the board and the Registrar, and remains responsible for records of the period during which the office was held.

The secretary has no power to borrow, to allot shares or to enter contracts on the company's behalf unless expressly authorised by the board or the articles.

Authorised (nominal) capital is the maximum capital stated in the memorandum; issued capital is what has actually been allotted; subscribed capital is the portion actually taken up; paid-up capital is the amount received or credited as paid.

Shares must be allotted by board resolution, and the return of allotment must be filed with the Registrar within the prescribed period; allotment before receipt of the minimum subscription is void.

A share is movable property transferable in the manner provided by the articles; a private company may restrict transfer, and pre-emption rights of existing members operate where the articles so provide.

Calls on shares must be made by board resolution, be uniform among holders of the same class, and give the prescribed notice; interest on unpaid calls accrues at the rate stated in the articles or the prescribed rate.

Dividend is declared by the company in general meeting on the recommendation of the board; the board may declare an interim dividend, and dividend is paid only out of profits or out of money provided by the government for the purpose.

Unpaid or unclaimed dividend must be transferred to the unpaid dividend account within the prescribed period, and thereafter to the investor education and protection fund after the statutory waiting period.

Debentures are acknowledgements of debt, may be secured by a charge on the company's assets, and the charge must be registered with the Registrar within the prescribed period; failure to register makes the charge void against the liquidator and creditors.

A debenture holder is a creditor, not a member: no voting right at general meetings, no dividend, but a right to interest and to repayment according to the terms of issue.

Statutory books include the register of members, register of debenture holders, register of directors and key managerial personnel, register of charges, minute books of board and general meetings, and the register of contracts in which directors are interested.

The register of members records name, address, occupation, date of becoming a member, shares held, distinctive numbers, amount paid and date of cessation; it is prima facie evidence of membership.

The register of charges records every charge created by the company, the amount secured, the property charged and the particulars of the charge holder; it must be open to inspection by any creditor or member.

The annual return is a snapshot of the company's capital structure, directors, members and charges as at the close of the financial year; it must be filed with the Registrar within the prescribed period and signed as required.

Inspection rights: members may inspect the register of members and minutes without charge; other persons may inspect on payment of the prescribed fee, and a copy must be supplied within the prescribed time on request.

Records must be kept at the registered office unless the law permits another place; registers may be kept in electronic form only if the prescribed safeguards against tampering are in place.

Retention rules: minutes and registers must be preserved permanently or for the prescribed period; destruction of records before the statutory period is a default.

Every statutory register entry must be authenticated by the secretary or an authorised officer, and the date of every entry must be recorded, because the date fixes when rights and liabilities arise.

Secretarial correspondence is formal and evidence-oriented: every letter carries a reference number, date, subject line and the designation of the signatory, and a copy is filed in the correspondence register.

Standard letter types: notice of meeting, letter of appointment, letter of resignation, call letter, allotment letter, dividend warrant covering letter, share transfer confirmation and reply to shareholder queries.

A notice of meeting must state the place, day and hour, the nature of business (ordinary or special) and, for special business, an explanatory statement setting out the material facts and the interest of any director or manager.

Use recorded delivery or a proof-of-dispatch method for statutory notices; the dispatch record is the evidence that notice was given within the prescribed period.

The seven C's of business communication: clear, concise, concrete, correct, coherent, complete and courteous; a statutory letter must also be accurate as to dates, amounts and legal references.

Reply to shareholder correspondence within the prescribed service window; a complaint about non-receipt of dividend or shares must be acknowledged and resolved within the statutory timeline.

Inward and outward correspondence must be entered in the correspondence register with date of receipt or dispatch, so the company can prove compliance with notice and response deadlines.

Electronic communication is valid where the articles and the law permit it, but the consent of the member, the authenticity of the electronic record and the audit trail must all be preserved.

Director appointment: consent in the prescribed form, disclosure of other directorships, and filing of particulars with the Registrar within the prescribed period; appointment takes effect from the date of the board resolution or the date stated.

Additional directors, alternate directors and nominees may be appointed only within the limits fixed by the articles and by statute; an additional director holds office only until the next annual general meeting.

A director must disclose interest in any contract or arrangement at the board meeting, and the interested director does not count for quorum or vote on that item; the disclosure is entered in the register of contracts.

Independent directors must give a declaration of independence, and the board must evaluate their independence at the prescribed intervals; the declaration is part of the secretarial record.

Auditor appointment: the first auditor is appointed by the board within one month of incorporation; thereafter the auditor is appointed by members at the annual general meeting for a term of five years, subject to ratification where required.

The auditor must be a qualified chartered accountant in practice, and the company must obtain a written certificate of eligibility, including compliance with the ceiling on the number of audits.

Rotation applies to listed companies and other prescribed classes: an individual auditor may serve one term of five years, and an audit firm two terms of five years, with a cooling-off period.

Removal of an auditor before the expiry of the term requires prior approval of the board and of the members by special resolution, and the auditor has a right to be heard at the general meeting.

The auditor's report is placed before the members with the financial statements; the secretary must ensure that the board's reply to every qualification or adverse remark is included in the report.