Outsource your Board Secretariat, free up time and gain peace of mind

What is the Secretary of Board of Directors?

The Board Secretariat is carried out through the position of Secretary (or, as the case may be, Deputy Secretary/s) of the Board of Directors. The Secretary is responsible for supporting the Board of Directors in the exercise of its functions. He/she is a qualified professional who is responsible for drafting the minutes of the Board meetings, preparing the necessary documentation for these meetings, keeping the company’s books and attesting to the resolutions adopted.

Functions of the Secretary of Board of Directors

The duties of the Secretary of the Board are numerous and varied. The most important of these include, among others, drafting and keeping the minutes of the meetings of the Board of Directors, keeping the company’s books, certifying the minutes and resolutions of the collegiate bodies of capital companies with the approval of the Chairman of the Board, carrying out the communications of the Board of Directors and advising the Board of Directors on legal matters of a commercial nature.

Certifying faculty

The Secretary is vested with a specific and relevant power: the certification of minutes and resolutions of the collegiate bodies of commercial companies. This power, granted to both the Secretary and the Deputy Secretary, if any, implies the capacity to issue certificates attesting to the content and validity of the decisions adopted by the Board of Directors or other collegiate bodies of the company.

The Secretary (or Deputy Secretary) may certify the minutes of the meetings of the Board of Directors and the General Meetings. The certified minutes are official documents that faithfully reflect the deliberations, resolutions and decisions taken at such meetings.

In order for a certificate issued by the Secretary or Deputy Secretary to be legally valid, certain requirements must be met: a) The certificate must clearly identify the collegiate body to which the certified minutes or resolution pertains; b) The date and place of the meeting at which the certified minutes or resolution were adopted must be indicated; c) The certificate must faithfully summarise the content of the certified minutes or resolution, including the relevant points and the decisions adopted; d) The certificate must be signed by the Secretary or Deputy Secretary and countersigned by the President of the corresponding collegiate body.

The power of certification of the Secretary or Deputy Secretary of the Board is of great importance in the corporate sphere, as it guarantees the authenticity and validity of decisions, facilitates the communication and publicity of decisions and brings legal certainty to corporate relations by guaranteeing the transparency and traceability of the decisions taken by the company’s governing bodies.

Additional powers and duties

Beyond the core responsibilities described above, the Secretary of the Board may also assume additional duties as delegated by the Board or prescribed by the company’s Articles of Association.

These may include managing the board’s agenda and calendar, coordinating with committee chairs and organising committee meetings, preparing and distributing meeting materials, maintaining channels of communication with board members, overseeing the implementation of board decisions or ensuring compliance with corporate governance guidelines.

Benefits of outsourcing the Secretary of Board of Directors

Outsourcing the Board Secretariat can bring numerous benefits to companies as it frees up time for the Board of Directors to focus on what really matters: the business, ensuring professionalism and legal compliance, reducing costs, gaining access to a team of specialised professionals and gaining peace of mind.

Si te ha interesado este artículo no dudes en leer:

Optimise your Council’s management: A Complete Guide for Secretariats

The effective management of the Board of Directors, regardless of the size of the company, is fundamental to the success of any company.

Why choose ILP Abogados to outsource your Board Secretariat?

ILP Abogados is a law firm specialised in commercial law with extensive experience in the outsourcing of the Board Secretariat. We have a team of qualified and experienced professionals who will offer you a comprehensive and personalised service.

Lawyering is not a commodity: hire expertise and specialised service

Law is not a commodity. Hiring a lawyer should not be based solely on price. It is important to choose a lawyer who has experience in the area of law in which you need advice and who can offer you a specialised and quality service.

At ILP Abogados, we are convinced that experience and specialised service are key to success. That is why we offer you a comprehensive board secretarial outsourcing service that will allow you to free up time, gain peace of mind and focus on what really matters: your business.

Contact us today and request a free consultation.

ILP Lawyers. Your trusted partner in commercial law.

If you liked this article, you may also find it interesting to read the following one:

Council Secretariats 2.0: Digitalisation and automation for the modern era