Role of the Secretary in the Formation of a Company

A Company Secretary is rarely appointed only after a company is already running — in practice, a Secretarial Practice professional (or a promoter acting with a Secretary's guidance) is closely involved from the very first stage of formation, and this involvement is what makes "Formation of a Company" a core Secretarial Practice topic and not merely a general Commerce one. The Secretary's part at each stage can be summarised as follows:

• During Promotion — advising the promoters on the most suitable form and structure for the proposed company; helping evaluate the feasibility of the business idea from a compliance and legal-structure point of view; and assisting in the search for a name that is likely to be approved by the Registrar of Companies.
• During Incorporation — drafting or vetting the Memorandum of Association and Articles of Association so that they correctly reflect the company's intended objects and internal rules; obtaining Digital Signature Certificates and Director Identification Numbers for the first directors; preparing and filing the SPICe+ incorporation form and its linked documents with the Registrar of Companies; and, where the Secretary is himself a practising professional, signing the statutory declaration of compliance that the law requires before the Certificate of Incorporation can be issued.
• During Capital Subscription (for a public company) — assisting in the drafting of the prospectus so that it discloses everything the law requires; coordinating with the company's bankers to collect application money; and keeping track of whether the minimum subscription has been reached within the time allowed, so that allotment or refund can proceed correctly and on time. …