The company secretary plays a very important role in the Promotion and Incorporation of a company. He acts as the adviser to the promoters and helps them in preparatory work to be performed and legal formalities to be observed in this connection. Duties at the Promotion stage are:
(i) To arrange the meetings of the promoters.
(ii) To attend the meetings of the promoters, record the proceedings and keep the minutes of these meetings.
(iii) To ascertain from the Registrar of Companies if the proposed name of the company is available for registration.
(iv) To help the Promoters in obtaining a Letter of Intent (to be converted later on into an Industrial Licence) under Industries (Development and Regulation) Act, 1951 if the Company’s business comes within the purview of this Act.
(v) To help the promoters in the finalization of the various preliminary contracts with vendors, underwriters, bankers, brokers, solicitors, auditors, managerial personnel etc.
(vi) To get Memorandum, and Articles of Association prepared and printed.
(vii) To see that all other prescribed documents for the registration of the company, namely, (a) a written consent of the Directors to act in that capacity and to purchase qualification shares, (b) the notice of address of the Registered office of the company, and (c) a statutory declaration stating that all the legal requirements of the Act precedent to incorporation have been complied with, are ready for delivery to the Registrar.
Duties of secretary at the Incorporation stage are :
(i) To file the application for registration with the Registrar along with the prescribed documents and to pay the necessary stamp duty, filing fees and registration charges.
(ii) To see that the provisions of the Companies Act relating to incorporation are strictly complied with.
(iii) To obtain the Certificate of Incorporation from the Registrar as early as possible.