Secretary Director

Secretary Director
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Breadcrumb Home About Us Organizational Offices Office of the Under Secretary and Director
The Office of the Under Secretary (OUS) promotes the mission and strategic goals of the agency.
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The Office of the Under Secretary of Commerce for Intellectual Property and Director of the United States Patent and Trademark Office (USPTO) leadership team.
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Under Secretary of Commerce for Intellectual Property and Director of the United States Patent and Trademark Office
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Submit feedback about this page to Office of the Under Secretary . Published on: Dec 27, 2018 03:56 PM EST Last Modified: Jun 13, 2022 12:03 PM EDT
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The Office of the Under Secretary and Director (OUS) supports the Under Secretary of Commerce for Intellectual Property and Director of the U.S. Patent and Trademark Office (USPTO), who is the principal advisor to the President of the United States and the administration, through the Secretary of Commerce, on all intellectual property policy matters. The Director also serves as the chief executive of the USPTO, ensuring that the agency achieves all of its strategic and management goals.
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by Sukhi | Jul 28, 2020 | Directors , Guides
A director and secretary hold integral roles within a company, and when appointed, both have a burden of responsibility to maintain the smooth-running of a business. Once you’ve completed your company formation , you must know all of your company’s members, including their assigned roles and responsibilities — in particular, a director and secretary.
A limited company chooses a company director to manage its daily business activities and finances, ensuring every legal filing requirement is met. A director and a secretary (more on a secretary below) are required to operate with integrity, and abide by the law to make verdicts that better the company as well its members (shareholders). A director can bind the company into valid contracts with third-parties (buyers, lenders, suppliers etc) and act as trustees for a company (but not the individual stockholders).
This is how the Business Directory defines a director:
“An appointed or elected member of the board of directors of a company, who with other directors, has the responsibility for determining and implementing the company’s policy. A company director does not have to be a stockholder (shareholder) or an employee of the firm, and may only hold the office of director. Directors act on the basis of resolutions made at directors’ meetings, and derive their powers from the corporate legislation and from the corporate legislation and the company’s articles of association .”
With good judgement and experience, a company director should endeavour to make a company successful by promoting and achieving its business goals.
Now here’s a look at the roles of both a director and secretary (see “secretary” section further below):
Company directors act as a collective “board of directors”, albeit the board may delegate certain powers to a board committee or an individual company director.
The roles and responsibilities of a company director are set out in the Companies Act 2006 , the articles of association, and any service contract that may be in effect between a director and the business.
According to the Companies Act 2006, company directors must:
A company director must adhere to the company’s constitution and comply with the company’s policy and delegated tasks — this includes the articles of association and wider constitutional issues, such as shareholder/joint venture agreements.
Although each company’s success is relative, it’s agreeable that a company director will need to actively exercise the dissemination of the company’s values and success to garner longevity and company scalability. In this respect, the legislation states that a director must have regard to, but not limited to, the following:
A company director must use independent judgement, bearing the responsibility and accountability of making independent decisions. However, the company’s constitution/agreement must still be obeyed.
A company director is expected to observe the same skill, care, and diligence to the same standards as any other reasonably diligent employee with:
Note: A director’s actual understanding and abilities may not be enough if more could reasonably be expected of someone in his or her position, therefore a sense of recognising and adapting to the reality of individual knowledge base is key.
A company director must avoid a situation in which there is/may be a company related conflict of interest — particularly in relation to the exploitation of property, information or opportunity, regardless of whether it would serve to benefit the company.
A company director must not accept third party benefits. However, no infringement will be recognised if the acceptance cannot be regarded as something likely to cause conflict.
A company director has to declare the extent of any interest, transaction, or arrangement with the company (directly or indirectly) to the rest of the company directors.
No infringement will be recognised if:
Now let’s conclude the definition and roles of both a director and a secretary with the all-important information associated with a company secretary.
A company secretary is an officer (individual) who is appointed by a company’s directors to take on the responsibility for ensuring that the company’s legal obligations comply with the corporate legislation. The Business Directory states:
“A company secretary is not automatically an employee of the firm and, if employed with executive responsibilities, not be its director shareholder. If a firm has only two directors, one may act as its secretary; but a sole director may not.”
“All directors should have access to the advice of the company secretary, who is responsible for advising the board on all governance matters. Both the appointment and removal of the company secretary should be a matter for the whole board.”
While the roles of a company secretary are not explicitly specified in the Companies Act, they usually have to exercise the following duties:
This includes the register of former and current directors and secretaries, as well as a register of all shareholders and shareholdings (past and present). Secretaries must also maintain the registers of any charges on the company’s assets and also a register of the debenture holders. Additionally, secretaries need to maintain the minutes of general and board meetings.
Other documents which need to be filed by the secretary include the directors’ and auditors’ reports (unless the company is exempt), and financial statements (including details of the company’s assets and liabilities).
A company secretary must arrange meetings of directors and shareholders. This includes:
competent and thorough notices of meetings, preparation and compilation of the agenda, dissemination of relevant papers and recording minutes to document the business transacted at the meetings (as well as any decisions taken).
A secretary must inform Companies House of any significant changes in the company’s structure or management, such as the appointment or resignation of directors.
A company secretary must maintain the company’s registered office address as the prime address for any formal communication. They must ensure that the company’s business stationary displays its name, registered number, country of registration and registered address. These details must also be displayed on the company website, emails, order forms and invoices.
These include: the certificate of incorporation and memorandum and articles of association.
A company secretary must also monitor and decide on the company’s policy for filing and retaining such important documents.
A secretary must advise company directors about their duties and ensure that they comply with corporate legislation and the company’s articles of association.
Additional administrative duties must be competently carried out by a company secretary, including:
In a public company, the secretary holds additional responsibility of ensuring there is full compliance with the requirements of the Stock Exchange , the management of the company’s registrars, and compliance with the UK Corporate Governance Code.
The difference between a company director and secretary is that a company secretary is an appointment by the company directors. A secretary assists with duties that could increase the company’s efficiency. Almost all the directors’ duties can be assigned to a company’s secretary. However, legal liability for these duties eventually falls upon the directors.
It’s worth noting that a company can have multiple directors (and shareholders) during company set-up and any time thereafter.
If you want to find out more about a company director and secretary, including their roles and responsibilities, contact our professional and experienced company formations team now for fast, friendly, and comprehensive advice
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The roles of director and secretary in a company are not the same and involve different responsibilities. However, a director can also act as a company secretary, provided they carry out the necessary duties and obligations of both roles.
A public company must have at least one company secretary. At least one company secretary must ordinarily reside in Australia. A proprietary (private) company does not need a company secretary, but each director must assume the responsibilities of the secretary if one is not appointed. As companies answer to strict regulations and obligations, the role of the company secretary has become increasingly important in providing support to the good governance of the board. As such, it is important to understand the responsibilities of directors and secretaries to understand the best way to structure the management of your company.
Company directors guide and monitor the management of a company. They must comply with relevant legislation and fulfil their directors’ duties . Some of the key directors’ duties include:
Company secretaries ensure that a company is compliant with all relevant laws and regulations. As an officer of
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