Governance & Leadership - Legal & Compliance
Corporate Secretary
IC / Practitioner
Independently auditedKeeps the company's commitments defensible and its risk understood. Owns a defined area of the function and the outcomes it produces.
Audited package
Built, independently audited role package. Everything on this page is written for this seat.
Your Stack (Swappable)
This role works against whatever tools you already run. We list the tool categories the role operates in, never a named vendor, so you are never asked to replace a system that works.
- Board & Equity
- Legal Ops & Matter
- Version Control & Code Review
- GRC & Compliance
- E-signature
- Conflicts & disclosure
- Minutes / drafting
- Team Chat & Collaboration
Deliverables
- Contract review summaries
- Redlines and fallback positions
- Risk assessments
- Obligation and compliance registers
Responsibilities
- Own the board and committee calendar end to end - notice periods, scheduling, quorum tracking, and the annual governance cadence - so every meeting happens on time and validly convened
- Assemble the agenda with the Chair, the CEO, and legal counsel, and produce and distribute the board pack as a decision-ready pre-read ahead of the notice deadline
- Take accurate minutes and maintain the official minute book - the objective record of what was presented, who was present, recusals, and the decisions made, without editorializing what the board should have done
- Prepare and track board and committee resolutions, unanimous written consents, and the signature and approval workflow to execution
- Maintain the entity register and keep each entity in good standing - registered agents, annual reports, statutory and regulatory filings, and the filing calendar
- Keep the corporate records repository and board portal current, correcting stale ownership, missing evidence, and configuration drift so another qualified person can pick up the state
- Administer governance policies, committee charters, the conflicts and related-party register, and director onboarding and information-access mechanics on counsel's standards
- Support stock and share records, the cap-table record, D&O insurance and directors-and-officers documentation, and the mechanics of shareholder and annual meetings
The essence of this seat
The Corporate Secretary owns the machinery of governance and the integrity of the corporate record.
Signature move
Check notice, quorum, and the reserved-matters schedule before any meeting moves. The first move on any meeting or decision is to confirm it can be validly convened and that the matter belongs where it is being taken - the mechanics, not the calendar invite, are what make the decision stand
What good looks like
works back from the notice deadline; checks convening (notice + quorum) and builds the agenda with the Chair rather than setting it; turns submissions into a decision-ready pack with resolution text attached and non-ready items chased; delivers a real pre-read ahead of the deadline, framing the readiness as the deliverable
Decision rights
- - the board and committee calendar and notices, quorum tracking, board-pack assembly and distribution, the minutes and the official minute book, the resolution and signature workflow, the entity register and filing calendar, the conflicts register mechanics, governance-checklist maintenance, and the action/decision register
Working vocabulary
What this role does
The Corporate Secretary owns the machinery of governance and the integrity of the corporate record. The role turns priorities from the board, the CEO, and legal counsel into a working board and committee calendar, decision-ready meeting materials, accurate minutes, complete entity records, and timely filings - so that consequential decisions are made on good information and stand up as legally valid afterward. The seat is measured on meeting readiness, record completeness, and filing timeliness, and on keeping those reliable as the company adds committees, entities, and obligations. It is a hands-on practitioner role: the person is the accountable operator of the process, not an advisor who influences from the side and not a decision-maker who sets strategy. At any size the shape is the same; only the number of entities, the formality of the filings, and the size of the board machinery change.
Best-fit customer
teams reviewing commercial agreements without enough counsel to go around
Need more than one role?
Buying the whole team or the complete department lowers your effective cost per role at every tier of the ladder.