Corporate Secretarial & Advisory Services
Corporate secretarial services do not really mean traditional secretary work as the name might put forward, rather it refers to the level of governing functions within a business that ensure good corporate governance, effective administration, and compliance with legislation, laws, and regulations that govern an organization and industry. Company secretary professionals provide a wide range of services, majorly including the following: -
Incorporation & legal standing of companies
Corporate secretarial professionals are responsible for ensuring that a company complies with all the legal and regulatory requirements of the jurisdiction in which it operates. This includes tasks such as obtaining a Director Identification Number (DIN), drafting Articles of Association (AOA) or Memorandum of Association (MOA), reserving a company name, making professional declarations, opening bank accounts, and obtaining a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) from the Income Tax Department. Additionally, they may also assist with obtaining registration with the Employees' State Insurance Corporation (ESIC), which is mandatory for companies with more than ten employees.
Post-incorporation compliances
Legal and regulatory compliances are requirements that must be fulfilled after a company is incorporated. Corporate secretarial professionals play a critical role in ensuring that the company meets all the compliance requirements.
Some of the common post-incorporation compliances include:
- Appointment of directors: Corporate secretarial professionals assist in the appointment of directors by drafting the necessary documents, such as the appointment letter and board resolution, and registration of directors under FORM DIR-12, ensuring compliance with all the legal requirements.
- Registered office-related compliances: They ensure that the company's registered office address is updated with the Registrar of Companies (ROC) and that all communication from the ROC is properly addressed to the registered office.
- Share allotment and share stamping: They assist in the process of issuing and allotting shares to the shareholders, including the preparation of share certificates and stamping them in accordance with the applicable stamp duty laws.
- First auditor appointment: They assist in the appointment of the first auditor of the company, including preparing the necessary documents and filing them with the ROC.
- Timely ROC Intimations: They ensure that the company files a declaration with the ROC that it has commenced its business operations within 180 days of its incorporation.
- Filing of various mandatory E-forms: They assist in the filing of various forms with the ROC, such as annual returns, financial statements, and other mandatory e-forms required under the Companies Act, 2013.
Retainership services
Corporate law experts also provide retainership services to companies, which include a wide range of ongoing compliance support.
These services typically include:
- Ensure that all the statutory records, registers, and books required under the Companies Act are properly maintained and updated.
- Pre-certification of various forms and returns that need to be filed with the ROC, ensuring that all the details provided are accurate and complete.
- Consultation and advice on various corporate and tax law matters, helping companies stay up-to-date with the latest legal and regulatory requirements.
- Handling all the secretarial, financial, and legal functions of the company, including compliance management, corporate governance, and risk management.
- Arranging and conducting board and general meetings, ensuring that all the legal and regulatory requirements are met.
- Prepare and file all the necessary documentation, such as minutes of meetings and ROC filing documents, after the board and general meetings.
Secretarial audits and due diligence
Secretarial audits and due diligence are two important services that corporate secretarial professionals offer to companies, both government and non-government. A secretarial audit involves an independent examination of the company's compliance with the applicable laws, rules, and regulations, including the Companies Act, Securities and Exchange Board of India (SEBI) regulations, and other relevant laws. The main objective of a secretarial audit is to identify any compliance gaps or areas of non-compliance and to provide recommendations for remedial action.
Due diligence is an investigation or audit of a potential investment or product to confirm all facts, such as reviewing all financial records, contracts, and any other relevant information. In the context of a company, due diligence involves a comprehensive review of the company's records, financial statements, compliance history, and other relevant documents to determine whether there are any legal or regulatory issues that may pose a risk to the company or its investors.
Corporate secretarial professionals play a critical role in conducting secretarial audits and due diligence exercises for companies. They have the necessary expertise and experience to identify compliance gaps and areas of potential risk and provide recommendations for remedial action. In addition, they can also assist with the preparation of due diligence reports, which are an essential part of the due diligence process and can provide valuable insights to potential investors, lenders, or other stakeholders.
- Conversion of the legal status of a company, such as converting a private limited company into a public limited company.
- Preparation and filing of XBRL and INDAS XBRL reports, which are required by the regulatory authorities.
- Shifting of registered offices from one location to another, ensuring compliance with all the legal and regulatory requirements.
- Issuance of External Commercial Borrowing (ECB) certificates, which are required by companies that borrow money from overseas lenders.
- Creation of digital signature certificates (DSCs), which are required for online filings with the regulatory authorities.
- Registration of companies under the Micro, Small, and Medium Enterprises Development (MSMED) Act.
- Registration of companies under the Micro, Small, and Medium Enterprises Development (MSMED) Act.
Other services
- Preparation of power of attorney, resolutions, regulations, and professional service contracts.
- Assistance in the registration and protection of the company's trademark and copyrights, ensuring that the company's intellectual property rights are adequately protected.
- Liaison with various government authorities such as lead managers, SEBI, stock exchanges, ROC, RBI, MCA, and other regulatory bodies to ensure compliance with all the legal and regulatory requirements.
- Interaction and liaise with company advocates, solicitors, and legal consultants to ensure that the company's legal requirements are met.
- Provide management consultancy services to companies, helping them make informed decisions about their business strategies and operations.
- Assistance in the compounding of offenses, which involves paying a penalty to the authorities to avoid prosecution for non-compliance.
- Buyback of shares, which involves a company repurchasing its own shares from shareholders.
- Formation and implementation of employee stock option plans (ESOPs), which are a popular way of rewarding employees and retaining top talent.
- Appearance before various judicial bodies such as NCLT (National Company Law Tribunal), NCLAT (National Company Law Appellate Tribunal), and consumer courts on behalf of the company.
- Guidance in the striking off of companies, which involves winding up the company's operations and removing its name from the register of companies.
- Registration of companies under the Shops and Establishment Act, which regulates the working conditions of employees in shops and commercial establishments.
