Concept
Company secretarial: what the firm keeps
The registers, meetings, filings and licences the firm keeps for each company it acts as secretary to, where each lives and the rules the firm sets for the work.
Where the firm is a client company's secretary, it keeps that company's statutory registers, holds its meetings and resolutions, files with the Registrar of Companies and the other regulators on time, and bills the work. Companies in the sidebar is where all of it lives.
The register of companies
Each company is an organisation on the party register with a company profile: its kind (private or public by shares, by guarantee, unlimited or external), its ORC number and incorporation date, its registered office, financial year end, stated capital, TIN and the secretarial retainer the work is done and billed on. The register shows each company's standing (in order, due soon, overdue or at risk), its next filing and its secretary, and narrows by type, standing, whether the firm is secretary and the partner.
The company's record
A company opens on its record. The rail keeps its standing, office, year end, capital, secretary, retainer and TIN beside every tab:
- Overview: what the registers say is wrong, as notices (no director, no secretary, shares that do not add up), then the filings coming up and the latest changes.
- Members and shares, Officers and Owners: the statutory registers, each read as at any day.
- Meetings and resolutions, Filings, Charges and Licences: the work as it happens.
- Vault: the statutory documents, the seal and who inspected the registers.
- History: every recorded change, with who made it and why.
Record a change in the header starts every change to the company: an officer, a share transaction, the office, the name, a conversion, its standing on the register, the year end or the capital. Nothing on a register changes until the change is recorded.
The firm's rules
Under Settings, Practice, Company secretarial, the firm keeps the filing rules (what is filed with whom, when, at what fee and penalty, cited) and its other rules: the beneficial ownership threshold, notice periods and quorum by kind of meeting, the signatures a written resolution needs, the officers a company must have, how far ahead a licence renewal starts and the yearly fee. Each shows its default and its source; have the firm's lawyer confirm a rule before relying on it. Every change is audited.
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- Recording an officer changeAppoint a director or secretary, end an appointment or record new particulars as a guided change, through its resolution and consent to the register and its filing.
- Share transactions and certificatesKeep the register of members as a record of transactions: allot, transfer and transmit shares, register each on its day, reverse a mistake and issue and cancel certificates.
- Beneficial ownershipDeclare the natural persons who own or control a company, see what reaches them through holding companies, confirm them each year and draw the group above the company.
- Meetings and resolutionsPlan a company's board and general meetings, send their notice, record attendance and the chair, put resolutions and record how they passed, and keep the minute book.
- Filings and the filing seasonEvery statutory filing the firm owes for its companies, from due to confirmed, with its deadline, fee and late penalty, and a whole season of one filing worked together.
- LicencesKeep the sector licences a company holds, from the Bank of Ghana, NCA, NPA, EPA, FDA, the Tourism Authority and others, with their renewal deadlines and standing.
- Importing a company's registersBring a company the firm takes on into the system from a spreadsheet: members and their shares, officers, charges and beneficial owners, checked row by row and imported all at once.