{"schema":"https://ver.cy/schemas/card/1.0.0","id":"vr.tr.company-secretary","code":"thing-q5155576","url":"https://ver.cy/models/thing/q5155576/","name":"company secretary","alternateNames":[],"kind":"thing","status":"published","version":"0.1.0-research.1","language":"en","classifiers":{"family":"Thing Registry","category":"Society, people and institutions","entryKind":"thing","plane":"SOC","domain":["SOC.PER"],"industry":[],"navPath":"","tags":[],"facets":{}},"whatItIs":"A company secretary is a corporate governance role responsible for supporting the board and administering company records, decision-making procedures and statutory compliance, with duties and eligibility determined by the applicable jurisdiction and organisation.","purpose":"Enable an AI agent to recognise a company secretary role, assess its appointment and governance support arrangements, and determine which actions its holder is authorised and equipped to perform.","scope":{"in":["Role designation and applicability to the company's jurisdiction and legal form","Appointment, tenure, cessation, vacancy and handover","Eligibility, qualifications and competence requirements attached to the role","Support for board and shareholder procedures","Responsibility for corporate records, disclosures and filing workflows","Delegated authority, reporting relationships, conflicts and escalation"],"out":["The holder's complete personal or professional biography","The company's ownership, strategy and operations as a whole","Directors' and shareholders' substantive decision-making powers","General administrative assistance unrelated to corporate governance","The full substantive content of legal advice or litigation","Recruitment advertisements and employment contracts beyond their effect on the role"],"boundaries":[]},"distinguishingFeatures":["The role has an identifiable company governance mandate; a secretarial job title alone does not establish that mandate.","Its appointment and responsibilities can be assessed separately from the identity of the individual or service provider holding it.","Preparing or recording board and shareholder decisions is distinguishable from possessing authority to make those decisions.","Its remit concerns corporate governance procedures and records, rather than merely scheduling, correspondence or office administration.","Where a holder is also a director, lawyer or executive, each action can be attributed to the capacity in which the holder acts."],"structure":{"bundles":[{"id":"office-and-applicability","name":"Office and applicability","description":"Establishes what company secretary means for the particular company and governing framework.","layers":[{"id":"governing-framework","name":"Governing framework","description":"Connects the role to the company's legal form and applicable governance instruments.","findings":[{"id":"basis-for-the-office","name":"Basis for the office","description":"Record the evidence establishing whether the office is required or voluntarily constituted.","questions":[{"text":"Which jurisdiction, company form and governing instruments determine whether this company needs a secretary?","id":"basis-for-the-office-q01","kind":"boundary"},{"text":"Which current provisions or company decisions establish the office and its designation?","id":"basis-for-the-office-q02","kind":"provenance"}]}]},{"id":"role-boundaries","name":"Role boundaries","description":"Separates the office from neighbouring governance and administrative capacities.","findings":[{"id":"capacity-and-remit","name":"Capacity and remit","description":"Identify the secretary's remit separately from any director, adviser or administrative role held by the same party.","questions":[{"text":"Which responsibilities belong specifically to the company secretary mandate?","id":"capacity-and-remit-q01","kind":"definition"},{"text":"When the holder also acts as a director, lawyer or executive, how is the capacity for each action distinguished?","id":"capacity-and-remit-q02","kind":"boundary"}]}]}]},{"id":"appointment-and-eligibility","name":"Appointment and eligibility","description":"Tracks who holds the office, on what basis and for which period.","layers":[{"id":"appointment-lifecycle","name":"Appointment lifecycle","description":"Covers appointment, effective tenure, changes and cessation.","findings":[{"id":"evidenced-tenure","name":"Evidenced tenure","description":"Establish the appointing authority, holder and effective dates using appointment evidence.","questions":[{"text":"What instrument records the appointment, who approved it and when did it take effect?","id":"evidenced-tenure-q01","kind":"provenance"},{"text":"What steps and notifications apply to replacement, resignation, removal or a vacancy?","id":"evidenced-tenure-q02","kind":"action"}]}]},{"id":"qualification-and-delivery","name":"Qualification and delivery","description":"Assesses holder eligibility and the relationship between the appointee and those delivering services.","findings":[{"id":"holder-suitability","name":"Holder suitability","description":"Record applicable eligibility criteria, supporting evidence and any outsourced delivery arrangement.","questions":[{"text":"Which qualification, membership, licensing, experience or disqualification criteria apply, and what evidence supports compliance?","id":"holder-suitability-q01","kind":"provenance"},{"text":"Who is formally appointed, who performs the work and what restrictions apply to using a corporate or outsourced provider?","id":"holder-suitability-q02","kind":"boundary"}]}]}]},{"id":"board-and-shareholder-procedures","name":"Board and shareholder procedures","description":"Models the secretary's contribution to properly prepared, conducted and documented governance proceedings.","layers":[{"id":"meeting-preparation","name":"Meeting preparation","description":"Covers the secretary's assigned responsibilities before board and shareholder proceedings.","findings":[{"id":"procedural-readiness","name":"Procedural readiness","description":"Identify the checks and approvals needed for notices, agendas, papers and participation.","questions":[{"text":"Which notice, agenda, paper circulation and participation checks is the secretary responsible for?","id":"procedural-readiness-q01","kind":"definition"},{"text":"What should the secretary do when notice, quorum or voting eligibility requirements appear unmet?","id":"procedural-readiness-q02","kind":"action"}]}]},{"id":"decision-documentation","name":"Decision documentation","description":"Connects proceedings and written resolutions to approved records and follow-up.","findings":[{"id":"minutes-and-resolution-status","name":"Minutes and resolution status","description":"Distinguish draft records, approved minutes, adopted resolutions and actions awaiting execution.","questions":[{"text":"What evidence distinguishes a proposed resolution, an adopted decision and approved minutes?","id":"minutes-and-resolution-status-q01","kind":"provenance"},{"text":"Who approves or corrects the record, and how does the secretary track actions arising from the decision?","id":"minutes-and-resolution-status-q02","kind":"action"}]}]}]},{"id":"corporate-records-and-filings","name":"Corporate records and filings","description":"Defines the secretary's assigned stewardship of company records and external reporting processes.","layers":[{"id":"record-stewardship","name":"Record stewardship","description":"Identifies corporate records assigned to the role and their maintenance controls.","findings":[{"id":"assigned-registers-and-records","name":"Assigned registers and records","description":"Record which registers, governance documents and corporate change records the secretary maintains.","questions":[{"text":"Which company registers and governance records are assigned to the secretary, and where are their authoritative versions held?","id":"assigned-registers-and-records-q01","kind":"boundary"},{"text":"What evidence and approvals are required to update, disclose, retain or dispose of those records?","id":"assigned-registers-and-records-q02","kind":"action"}]}]},{"id":"filing-workflows","name":"Filing workflows","description":"Tracks obligations assigned to the secretary from trigger through submission and acceptance.","findings":[{"id":"filing-accountability-and-completion","name":"Filing accountability and completion","description":"Connect each assigned filing to its trigger, deadline, approval route and completion evidence.","questions":[{"text":"Which periodic or event-triggered filings are assigned to the secretary, and how are their deadlines determined?","id":"filing-accountability-and-completion-q01","kind":"measurement"},{"text":"Who supplies, approves and submits the information, and what evidence establishes acceptance or the need for correction?","id":"filing-accountability-and-completion-q02","kind":"provenance"}]}]}]},{"id":"authority-and-governance-assurance","name":"Authority and governance assurance","description":"Establishes the limits and safeguards governing the secretary's actions and advice.","layers":[{"id":"delegation-and-access","name":"Delegation and access","description":"Connects proposed acts and information access to evidenced permissions.","findings":[{"id":"authorised-secretarial-actions","name":"Authorised secretarial actions","description":"Identify powers and restrictions for signing, certifying, submitting and accessing company information.","questions":[{"text":"What instruments authorise the secretary to sign, certify or submit particular documents, and under what conditions?","id":"authorised-secretarial-actions-q01","kind":"provenance"},{"text":"Which proposed actions require director approval, joint execution or another holder's authority?","id":"authorised-secretarial-actions-q02","kind":"action"}]}]},{"id":"escalation-and-continuity","name":"Escalation and continuity","description":"Covers conflicts, procedural concerns and continuity when the holder cannot act.","findings":[{"id":"governance-concern-handling","name":"Governance concern handling","description":"Record reporting routes and handover arrangements for unresolved governance obligations.","questions":[{"text":"To whom can the secretary escalate suspected procedural defects, conflicting instructions or conflicts of interest?","id":"governance-concern-handling-q01","kind":"action"},{"text":"How are pending filings, governance records, access permissions and unresolved concerns transferred during absence or cessation?","id":"governance-concern-handling-q02","kind":"action"}]}]}]},{"id":"evidence-and-external-alignment","name":"Evidence and external alignment","description":"What the world already says about this thing, gathered so the model can be checked against it.","layers":[{"id":"reported-evidence","name":"Reported evidence","description":"Findings from the breadth pass, kept separate from the structural claims.","findings":[{"id":"evidence-confidence-notes","name":"Check these first","description":"Recalled without web access and unsourced; every item is a lead to verify.","questions":[{"text":"Which of these check these first hold for the sense of company secretary this model covers, and on what evidence?","id":"evidence-confidence-notes-q01","kind":"provenance"}]},{"id":"evidence-kinds","name":"Kinds and varieties","description":"Recalled without web access and unsourced; every item is a lead to verify.","questions":[{"text":"Which of these kinds and varieties hold for the sense of company secretary this model covers, and on what evidence?","id":"evidence-kinds-q01","kind":"provenance"}]},{"id":"evidence-standards-and-regulation","name":"Standards and regulation","description":"Recalled without web access and unsourced; every item is a lead to verify.","questions":[{"text":"Which of these standards and regulation hold for the sense of company secretary this model covers, and on what evidence?","id":"evidence-standards-and-regulation-q01","kind":"provenance"}]},{"id":"evidence-real-world-use","name":"Real-world use","description":"Recalled without web access and unsourced; every item is a lead to verify.","questions":[{"text":"Which of these real-world use hold for the sense of company secretary this model covers, and on what evidence?","id":"evidence-real-world-use-q01","kind":"provenance"}]},{"id":"evidence-failure-modes-and-hazards","name":"Failure modes and hazards","description":"Recalled without web access and unsourced; every item is a lead to verify.","questions":[{"text":"Which of these failure modes and hazards hold for the sense of company secretary this model covers, and on what evidence?","id":"evidence-failure-modes-and-hazards-q01","kind":"provenance"}]},{"id":"evidence-regional-variation","name":"Regional variation","description":"Recalled without web access and unsourced; every item is a lead to verify.","questions":[{"text":"Which of these regional variation hold for the sense of company secretary this model covers, and on what evidence?","id":"evidence-regional-variation-q01","kind":"provenance"}]},{"id":"evidence-neighbours","name":"Neighbouring kinds and how to tell them apart","description":"Recalled without web access and unsourced; every item is a lead to verify.","questions":[{"text":"Which of these neighbouring kinds and how to tell them apart hold for the sense of company secretary this model covers, and on what evidence?","id":"evidence-neighbours-q01","kind":"provenance"}]}]}]}]},"agentConduct":{"may":["Explain the role and duties of a company secretary in a stated jurisdiction.","Help prepare board papers, minutes and statutory filings when authorized."],"mustNot":["File statutory returns or change company records without authority.","Alter minutes to misrepresent board decisions.","Help hide beneficial ownership or evade disclosure rules.","Disclose confidential board information."],"requiresHuman":["Signing or filing documents on the company's behalf."]},"ethics":{"considerations":["Accurate company records protect shareholders, creditors and the public.","Hidden ownership enables fraud and money laundering."],"affectedParties":["Shareholders","Creditors","The public"]},"owners":{"steward":"The company's board appoints the secretary; company registries keep filings.","roles":[],"masterSystems":["Company registries"]},"relations":[{"target":"Q28640","type":"parent","note":"registry parent class"}],"interaction":{"identity":{"applicability":"required","items":["Vercy registry: vr.tr.company-secretary","Wikidata: Q5155576 (https://www.wikidata.org/wiki/Q5155576)"]},"properties":{"applicability":"not-applicable","items":["Company served: Identified company or legal entity","Applicable governance framework: Jurisdiction, legal form, constitutional documents and applicable market rules, with versions or effective dates","Role designation: Company secretary; joint secretary; assistant or deputy secretary; other evidenced designation","Requirement assessment: Required; optional; applicability unresolved","Appointment status: Proposed; effective; ceased; vacant; disputed; unknown","Holder and delivery arrangement: Named holder, any service provider, and evidenced internal, outsourced or shared arrangement","Eligibility assessment: Verified against identified requirements; evidence incomplete; unmet; unresolved","Authority boundaries: Actions linked to their authorising instruments, conditions and approval requirements","Governance obligation coverage: Assigned and monitored; partially covered; unassigned; unresolved","Outstanding obligation delay: Days relative to an evidenced deadline, with calculation basis"]},"recognition":{"applicability":"not-applicable","items":[]},"capabilities":{"applicability":"required","items":["Identify the current holder and verify the evidence supporting the appointment.","Compare appointment and qualification evidence against the company's applicable requirements.","Prepare board or shareholder meeting workflows using the governing procedural rules.","Track assigned corporate record and filing obligations, deadlines and completion evidence.","Check whether a proposed signature, certification, submission or disclosure falls within evidenced authority.","Identify governance process gaps and prepare escalation or handover actions for authorised review."]},"hazards":{"applicability":"required","items":["Missed filings or inaccurate statutory records can expose a company and responsible officers to penalties.","Defective meeting notices or decision records can create disputes about the validity of corporate decisions.","Unauthorised disclosure of board papers or personal information can harm individuals and the company.","Acting beyond delegated authority can create governance disputes and unintended commitments."]},"interfaces":{"applicability":"required","items":["The Companies Act 2006, enacted by the Parliament of the United Kingdom, sets requirements concerning company secretaries for companies within its scope."]},"context":{"applicability":"required","items":["A company secretary supports corporate governance through board administration, company records and statutory compliance.","The role is encountered when arranging formal meetings, maintaining governance records and coordinating filings under the company's applicable legal framework."]}},"sources":[{"title":"Wikidata item Q5155576: company secretary","url":"https://www.wikidata.org/wiki/Q5155576","note":"identity and sense of the item"},{"title":"Wikipedia: Company secretary","url":"https://en.wikipedia.org/wiki/Company_secretary","note":"general description of the item"}],"openQuestions":["Which jurisdictions and company forms must the first researched version cover, including differences in whether the office is required?","Which eligibility rules, professional qualifications or licensing requirements apply in each selected jurisdiction, and are corporate appointees permitted?","Which duties and liabilities attach directly to the office, and which arise only from delegation, contract or another capacity?","Which ISCO, SOC or ESCO classifications accurately describe company secretary roles without conflating them with general administrative secretaries?","How should joint, deputy, outsourced and group company secretary arrangements be represented while preserving each company's separate appointment and authority?"],"resources":{"spec":"/models/things/publications/thing-q5155576/spec.json"},"provenance":{"origin":"thing registry research (pass 2)","builtFrom":["models/things/publications/thing-q5155576/spec.json"],"providers":["Codex"],"researchStatus":"unreviewed","generatedAt":"2026-09-12T08:49:16Z","builder":"tools/build_cards.py@1.0.0"},"completeness":{"sections":{"classifiers":"filled","whatItIs":"filled","purpose":"filled","distinguishingFeatures":"filled","structure":"filled","agentConduct":"filled","ethics":"filled","owners":"filled","relations":"filled","interaction.identity":"filled","interaction.properties":"not-applicable","interaction.recognition":"not-applicable","interaction.capabilities":"filled","interaction.hazards":"filled","interaction.interfaces":"filled","interaction.context":"filled","sources":"filled"},"notes":{"_gate":"Published through the thing publication gate 1.0 on 2026-10-07T10:10:31+00:00: completeness 1.00; sense: Wikidata description; 2 live sources; review by codex: pass","interaction.properties":"Plane SOC: no invented physical properties.","interaction.recognition":"A company secretary's role cannot be established from physical appearance and requires appointment or organisational records."},"score":1.0}}