Choosing a secretary

Is it mandatory to have a company secretary for your company?

Yes, it is mandatory. According to Section 221 of the Companies Act No. 7 of 2007, every company must have a secretary.

Do you need a qualified secretary?

If your company has a stated capital of 500,000.00 Sri Lankan rupees or more, or an annual turnover of 1 million Sri Lankan rupees (Rs. 1,000,000.00) or more, you need a qualified company secretary.

Who can be a qualified secretary?

A person can only act as a secretary of a company if they meet the following criteria:

Age and citizenship:
- Must be over eighteen years old.
- Must be a citizen of Sri Lanka.
Professional qualifications:
- Must hold a Certificate of Practice as a company secretary.
- Must be an Attorney-at-Law of the Supreme Court of Sri Lanka or a member of one of the following institutes:
  - Institute of Chartered Accountants of Sri Lanka.
  - Institute of Chartered Corporate Secretaries of Sri Lanka.
  - Chartered Institute of Management Accountants of the United Kingdom.
  - Institute of Certified Management Accountants of Sri Lanka.
  - Chartered Governance Institute of the United Kingdom and Ireland.

Can a company act as your company secretary?

Yes, a company incorporated in Sri Lanka can act as your company secretary if it meets these requirements:

At least one director must hold a Certificate of Practice.
The Articles of Association must state that the company engages in company secretarial practice.
The majority of shareholders must be Sri Lankan citizens.

Can a sole proprietorship act as your company secretary?

Yes, a sole proprietorship registered in Sri Lanka can act as your company secretary if it meets these requirements:

The Business Registration Certificate must state that the sole proprietorship engages in company secretarial practice.
The sole proprietor must be a Sri Lankan citizen and hold a Certificate of Practice.

Can a partnership act as your company secretary?

Yes, a partnership registered in Sri Lanka can act as your company secretary if it meets these requirements:

The Business Registration Certificate must state that the partnership engages in company secretarial practice.
Every partner in the partnership must hold a Certificate of Practice.

Disqualified secretaries

A person cannot act as a secretary of a company if they:

Have been adjudged by a competent court to be of unsound mind.
Have been adjudged insolvent or bankrupt without a certificate stating it was due to inevitable losses or misfortune.
Have been convicted of crimes involving moral turpitude.
No longer meet the required qualifications.
Have been removed from the register by the Registrar.

Additionally, a person, a corporate body, a director, or an employee of a corporate body cannot act as a secretary of a company if they also act as the auditor of the same company.

General duties of a company secretary.

Maintain and update statutory registers and records.
Prepare and file necessary documents with regulatory authorities, such as annual returns and financial statements.
Organize and prepare agendas for board meetings and general meetings.
Record minutes during meetings and ensure they are accurately documented and distributed.
Assist in the implementation and follow-up of board decisions.
Act as a liaison between the company and its stakeholders, including shareholders, regulators, and government authorities.

Having a qualified company secretary is essential for compliance with legal requirements and maintaining company records. A company secretary plays a critical role in ensuring regulatory compliance to support the board of directors. By understanding the requirements and qualifications for a company secretary, companies can ensure they appoint the right individual or entity to fulfill this vital role.

Biz Advisor as your company secretary.

Biz Advisor (Pvt) Ltd bearing registration number PV00246819 is a registered company secretary having Certificate of Practice number RCS2000032. Currently we act as company secretaries for over 700 companies. Our qualified team of corporate secretarial division includes chartered accountants and lawyers. We always use advance technology to communicate with stakeholders and continuously improving our services for the convenience of our clients.