UPMSP Secretarial Practice key terms

The body of administrative and compliance work a company secretary performs, including maintaining statutory records, convening meetings, filing returns and advising on governance duties under company law.

An officer of the company responsible for ensuring legal compliance, keeping statutory records, organising meetings and advising the board on governance matters and their statutory obligations.

The document issued by the Registrar that brings a company into legal existence, stating its name, registered office and that it is limited or unlimited as the case may be.

The company's charter that fixes its name, registered office state, objects, liability of members and capital, and governs the company's relationship with the outside world.

The internal rulebook regulating management of the company, covering share transfers, board powers, meeting procedure and voting, and binding the company and its members.

A model set of articles prescribed in the companies regulations that applies by default where a company has not registered its own articles or has left gaps in them.

The statutory official who registers companies, receives and records statutory filings, and has power to inspect documents and take action for default.

The yearly general meeting of members at which ordinary business such as adoption of accounts, declaration of dividend, appointment of auditors and election of directors is transacted.

Any general meeting of members other than the annual general meeting, convened when urgent business arises that cannot wait until the next yearly meeting.

A meeting of the directors at which the board exercises its powers of management, and which must be held at prescribed intervals with proper notice and minutes.

The formal written intimation sent to every member, director and auditor entitled to attend, stating the date, time, place and business of the meeting within the prescribed period.

The ordered list of items of business to be placed before a meeting, circulated with the notice so participants can prepare and the chairman can conduct proceedings in sequence.

The minimum number of members or directors whose presence is necessary before a meeting can validly transact business, fixed by the Act or the articles.

A resolution passed by a simple majority of votes cast by members present and voting at a properly convened meeting, used for routine decisions such as approving accounts.

A resolution requiring a higher majority, typically three-fourths of votes cast, and used for fundamental changes such as altering the objects clause or changing the company's name.

The official written record of proceedings at a meeting, containing the business transacted, decisions taken and resolutions passed, signed by the chairman and kept as statutory evidence.

A person appointed in writing by a member to attend and vote at a meeting on that member's behalf where the articles permit such appointment.

A method of deciding a question in which the chairman counts raised hands, with one vote per member present regardless of shareholding, unless a poll is demanded.

A method of voting in which votes are counted according to the number of shares held or voting rights carried rather than one vote per member.

A formal written demand by members holding the prescribed proportion of paid-up capital or voting power that the directors call an extraordinary general meeting.

A notice of a longer prescribed period that a member must give to the company to propose certain resolutions, such as removing a director or auditor before the meeting.

The total amount of money or assets contributed by members in exchange for shares, divided into authorised, issued, subscribed and paid-up categories on the balance sheet.

Ordinary shares carrying the residual right to dividends and to surplus on winding up, together with voting rights and no fixed rate of return.

Shares that carry a preferential right to a fixed dividend and to repayment of capital on winding up, usually with restricted voting rights compared with equity shares.

A written acknowledgement of debt issued by a company, typically creating a charge over its assets and carrying a fixed rate of interest with repayment at a stated date.

The portion of distributable profits declared by the company and paid to shareholders, usually as a fixed amount per share and only out of profits or reserves permitted by law.

The registers and records that company law requires the company to keep, such as the register of members, register of directors and minute books, open to inspection in the prescribed manner.

The statutory record listing each member's name, address, number of shares held and date of entry, which determines legal title and the right to vote.

The statutory register recording the names, addresses, dates of appointment and other prescribed particulars of the company's directors and key managerial personnel.

A yearly statutory filing summarising the company's capital structure, members, directors and other prescribed particulars as at the date of the annual general meeting.

The legal process by which ownership of existing shares passes from one person to another through a duly executed instrument, followed by registration by the company.

A document issued under the common seal or authorised signature certifying that the named person is the registered holder of a stated number of shares.

The process by which a person is chosen to serve on the board, whether by members at a general meeting or by the existing directors as a casual vacancy filling.

The statutory power of members to dismiss a director before the expiry of his term by ordinary resolution after special notice, notwithstanding any agreement with the company.

An independent professional appointed by the members to examine the company's accounts and report whether the financial statements give a true and fair view.

The collective body of directors entrusted with the management and direction of the company's affairs, exercising powers subject to the Act and the articles.

The written communication a secretary conducts on the company's behalf, including letters, notices, circulars and e-mails, which must be clear, courteous and properly recorded.

A written communication sent simultaneously to many members or shareholders conveying information, a notice or a request for action without convening a meeting.