Role of the Company Secretary

It is a legal requirement for every Cyprus limited liability company to appoint a Secretary. The Secretary can be a Cyprus resident or a non- resident. It is advisable that a person residing in Cyprus is appointed since the Secretary is responsible for many and various administrative matters relating to the Company.

While the Cypriot legislation does not explicitly provide for the duties and in general the role of the Secretary in a company, the Secretary, is commonly responsible for all the administrative matters concerning the company. It is generally the duty of the Secretary to maintain official company minute books and statutory registers. The Secretary also undertakes to prepare any necessary statutory information i.e. the annual return of the company and to make sure that the company files such information promptly & correctly.  Within the duties of the Secretary to file statutory information is also the filing of the financial statements of the company that are prepared by the auditors of the company.

The Secretary is the company's officer who will provide the Members and Directors with notice of meetings and to provide Members with proposed written resolutions and auditors with any passed resolutions. The Secretary keeps or arranges for the keeping of copies of all resolutions of members passed otherwise than at a general meeting, minutes of all proceedings and general meetings and is answerable to the Director(s) of the company. Additionally, any changes in the company profile must be communicated to the Registrar of Companies and properly documented by the Secretary. 

The company Secretary may also be a legal person. It is a usual practice within a group of companies to have a service company acting as company Secretary to other group companies. It is important to note that a Secretary who is qualified and experienced will certainly perform such duties more competently.