What is the Role of the Company Secretary

Responsibilities of the Corporate Secretary

In the United States, the role of the corporate secretary is a recognized and essential executive function within many organizations, especially public companies. While not always mandated by law for private corporations, the role is critical in ensuring compliance with legal and regulatory requirements and supporting effective corporate governance.

A Senior Governance Role

The corporate secretary operates at a senior level within an organization, with responsibilities that range from regulatory compliance and governance oversight to executive support for the board of directors. For publicly listed companies, this role is especially important due to the strict regulatory environment enforced by bodies like the SEC (Securities and Exchange Commission).

Key Responsibilities

Legal and Regulatory Compliance

• Ensure the company complies with federal, state, and local laws and regulations.

• Maintain accurate corporate records and filings.

• Oversee compliance with stock exchange requirements and corporate governance codes.

Board and Committee Support

• Schedule and organize board and committee meetings.

• Prepare and distribute agendas, board books, and minutes.

• Advise board members on their fiduciary duties and governance obligations.

Shareholder Communication

• Coordinate annual meetings and proxy statements.

• Respond to shareholder inquiries and ensure transparency in shareholder communications.

• Assist with the preparation and filing of required disclosures and reports.

Risk and Ethics Oversight

• Support risk management strategies by ensuring governance frameworks are in place.

• Help implement ethics and compliance programs.

• Monitor potential governance risks and provide proactive guidance.

Corporate Records and Documentation

• Maintain the corporate minute book, bylaws, and shareholder registers.

• Track stock issuance and maintain up-to-date records on equity ownership.

• Ensure timely filing of corporate documents, such as certificates of incorporation or amendments.

The Corporate Secretary as a Strategic Partner

Beyond administrative functions, the corporate secretary serves as a trusted advisor to the board and senior management. They are often the go-to expert on board processes, corporate law, and governance best practices.

In today’s remote and hybrid work environments, the corporate secretary plays a vital role in keeping leadership aligned, ensuring meetings run smoothly, and providing the tools needed for informed decision-making.

Public Company-Specific Duties

For publicly traded companies, the corporate secretary also takes on the following:

Stock Exchange Compliance

• Ensure adherence to listing standards (e.g., NYSE, NASDAQ).

• Coordinate timely and accurate investor disclosures.

Insider Trading Oversight

• Educate directors and employees on insider trading rules.

• Monitor and report transactions involving company stock.

Financial Disclosure

• Support the preparation of quarterly and annual filings (e.g., 10-Q, 10-K).

• Ensure financial statements meet U.S. GAAP standards.

• Oversee the timely release of earnings reports and material updates.

[Updated: May 2025]