A corporate officer responsible for maintaining a company’s official records, preparing and keeping meeting minutes, and ensuring compliance with legal and reporting requirements.
What is a Secretary?
In a corporation, the Secretary is an officer role tasked with handling the company’s official documentation and ensuring that the business meets its ongoing compliance obligations. Their duties typically include maintaining the corporate records book, recording minutes of board and shareholder meetings, preparing and filing required state documents (such as annual reports), and certifying corporate resolutions. The Secretary may also serve as the custodian of the corporate seal, if the company uses one.
This role is administrative but essential. Accurate records are often required for legal purposes, to protect limited liability, and to satisfy investors, regulators, and courts. In smaller corporations, the Secretary might also take on additional operational or compliance responsibilities, while in larger companies, the role is more specialized. The Secretary is appointed by the board of directors and does not need to be a shareholder.
For non-U.S. founders of a C-Corp, appointing a Secretary is part of the post-formation process and is often required in the corporation’s bylaws. Even if not mandated by state law, having a Secretary helps ensure corporate formalities are maintained, important for preserving liability protection and demonstrating proper governance.
