Company Secretary

Post Graduate and above

All genders

10:00 AM - 07:00 PM | 6 days working

Job description
Standard Operating Procedure (SOP) for Company Secretary in a Domestic Private Limited Company

1. Purpose

To outline the responsibilities and procedures for the Company Secretary (CS) in ensuring compliance with statutory, regulatory, and governance requirements in a Domestic Private Limited Company.

2. Scope

This SOP applies to the Company Secretary handling corporate governance, compliance, and legal matters for a Private Limited Company registered under the Companies Act, 2013.

3. Roles and Responsibilities

3.1 Statutory Compliance

Ensure compliance with the Companies Act, 2013, including filing of annual returns and financial statements.

Maintain statutory registers such as:

Register of Members

Register of Directors & Key Managerial Personnel (KMP)

Register of Charges

Register of Share Transfers

File necessary forms with the Ministry of Corporate Affairs (MCA) (e.g., MGT-7, AOC-4, DIR-12, etc.).

3.2 Board and General Meetings

Schedule and organize Board Meetings, Annual General Meetings (AGM), and Extra-Ordinary General Meetings (EGM) as per statutory requirements.

Draft and circulate notices, agendas, minutes, and resolutions.

Maintain Minutes Books for Board and Shareholder meetings.

3.3 ROC Filings

Ensure timely submission of necessary filings with the Registrar of Companies (ROC).

Prepare and file INC-22 (Change of Registered Office), SH-7 (Change in Share Capital), PAS-3 (Allotment of Shares), etc.

3.4 Corporate Governance

Advise the Board on corporate laws, SEBI guidelines, and internal policies.

Ensure the company adheres to ethical and legal standards.

Assist in drafting and reviewing Memorandum of Association (MoA) and Articles of Association (AoA).

3.5 Financial and Secretarial Record-Keeping

Maintain and update statutory books, registers, and records.

Assist in the preparation and verification of Financial Statements, Directors’ Reports, and Annual Reports.

3.6 Shareholder and Stakeholder Management

Address shareholder queries, issue share certificates, and oversee share transfers.

Ensure compliance with the Depositories Act, 1996 for companies with dematerialized shares.

3.7 Regulatory and Legal Compliance

Ensure compliance with Foreign Exchange Management Act (FEMA), GST, Labour Laws, and other applicable regulations.

Liaise with regulatory authorities like SEBI, RBI, MCA, and NCLT for necessary approvals and compliance matters.

Handle legal matters such as disputes, litigations, and contract reviews.

3.8 Licensing and Certifications

Ensure timely renewal of required business licenses, certifications, and registrations (e.g., MSME registration, FSSAI, Import-Export Code, etc.).

3.9 Miscellaneous Responsibilities

Assist in mergers, acquisitions, and restructuring processes.

Maintain proper records for ESOP (Employee Stock Option Plan), LLP conversions, or winding-up procedures.

Implement whistleblower and risk management policies.

4. Documentation and Reporting

Maintain digital and physical records of all compliance reports, meeting minutes, contracts, and filings.

Prepare quarterly compliance reports for Board review.

Ensure the safekeeping of the company’s Common Seal and official documents.

5. Review and Amendments

The SOP shall be reviewed annually or as per regulatory changes.

Any modifications shall be approved by the Board and documented accordingly.