Do I really need a Qualified Company Secretary for my Small Company?

Yes! for Any Company who is having a turnover of more than Sri Lankan Rupees One Million (Rs. 1,000,000/-) per annul or a Paid up Capital of Sri Lankan Rupees Five Hundred Thousand (Rs. 500,000/-)

Section 222 states that “The secretary of every company having a turnover or stated capital of an amount prescribed under this Act, shall have such qualifications as may be prescribed, having regard to the nature of the duties the secretary will be called upon to discharge”.

In here such qualification is prescribed in a Government Gazette Notification No. 471/6 of September 14, 1987 Part 1, Section 1, (General).

Such Gazette Notification will prevail even after the effective date of new companies Act no 07 of 2007 pursuant to the Section 527 and 530 of the New Companies Act No 07 of 2007. Accordingly;

Any Company who is having a turnover of more than Sri Lankan Rupees One Million (Rs. 1,000,000/-) per annum or a Paid up Capital of Sri Lankan Rupees Five Hundred Thousand (Rs. 500,000/-) should have a Qualified Company Secretary, Such Qualifications are;

1. He or She Should be an Attorney at Law; or
2. Member of the Institute of Chartered Accountants of Sri Lanka; or
3. Member of the Association of Chartered Secretaries and Administrators of Sri Lanka; or
4. Member of the Institute of Cost and Management Accountants (Now known as Chartered Institute of Management Accountants); or
5. A Person who is member of an Association or Institute approved by the Minister, which provides a course in Company Law or Company Secretarial Practice; or
6. Who have obtained any special qualification in relating to company secretarial work from an institute or other body approved by the Minister; or
7. Who by virtue of his holding or having held any other position or of his being a member of any other body in the public or private sector for a period of not less than 20 years appears to the Registrar to be capable of discharging the functions of Secretary of a Company; or
8. The Persons who held positions as Company Secretary before the companies Act No 17 of 1982 came in to Operation.

Thus the same gazette notification provides that the corporate bodies or a firm may function as secretaries to the limited liability companies provided that one of the Directors or the partner of such firm may full fill the one of the above mentioned qualifications. In such case the corporate body or the firm should obtain a different registration from the Registrar General of companies on the prescribed form. Also a body of person has to register as a registered company secretary.

I personally feel that, when a company grows you need a professionally qualified company secretary to look after the compliance of your company in relation to the company secretarial aspects. with the growth and the complex operational transaction you always need someone specialized in drafting board resolutions, organizing board meetings and doing the necessary filing at the registrar general of companies. On top of everything when third part institutions needs the company documentation to be certify then of course they will need some one professionally qualified to certify your documents.