Company Secretary

Serve as the principal governance officer and legal compliance anchor of Sri Lankan companies — managing statutory obligations under the Companies Act; ensuring Board compliance; advising on corporate governance; and acting as the critical link between the Board of Directors; shareholders; and the Registrar General of Companies.

CompetitiveMedium demand

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The Company Secretary (CS) is a statutory officer of a company in Sri Lanka — a professional who is responsible for ensuring that the company complies with its legal obligations under the Companies Act No. 7 of 2007; the Securities and Exchange Commission Act No. 36 of 1987 (as amended by the SEC Act No. 42 of 2021 — for listed companies); and the other applicable legislation; and who provides the Board of Directors and senior management with expert guidance on corporate governance; directors' duties; shareholder rights; and statutory compliance. The Companies Act No. 7 of 2007 is Sri Lanka's principal corporate law; the comprehensive legislation that governs the formation; constitution; management; and dissolution of companies registered in Sri Lanka. The Registrar General of Companies (the ROC) — under the Ministry of Justice — administers the Companies Act and maintains the companies register. Under the Companies Act; every public company is required to appoint a secretary (Section 241); and the secretary must either hold a prescribed qualification or be a member of a prescribed professional body. The prescribed professional body for company secretaries in Sri Lanka is the Chartered Governance Institute of Sri Lanka (CGISL) — formerly known as the Institute of Chartered Secretaries and Administrators Sri Lanka (ICSA Sri Lanka); whose members hold the Chartered Governance Professional (CGP) or Chartered Secretary (CS) designation. The Company Secretary's role in Sri Lanka spans: corporate law compliance (ensuring that all statutory filings under the Companies Act are made on time and accurately — annual returns; special resolutions; changes of directors and officers; changes of registered address; share allotments; charges and mortgages — all filed with the ROC); Board and committee support (preparing and circulating Board agendas; Board papers; minutes of meetings; maintaining the statutory books and registers — the register of directors; the register of shareholders; the register of charges; ensuring that Board meetings are properly conducted; quorate; and that decisions are accurately minuted; preparing minutes for all Board sub-committee meetings — Audit Committee; Remuneration Committee; Nominations Committee); shareholder relations (managing the Annual General Meeting — AGM — from notice to proxy management to minutes; managing shareholder communications; managing dividend payment process; managing shareholder complaints); securities law compliance (for listed companies — ensuring compliance with the Colombo Stock Exchange (CSE) Listing Rules; the SEC Act; the Takeovers and Mergers Code; the continuous disclosure obligations of listed companies; the insider dealing prohibitions); corporate governance (advising the Board on best practice corporate governance — the Code of Best Practice on Corporate Governance jointly issued by the ICASL and SEC; the Board composition and structure; the independence of Non-Executive Directors; the Board evaluation process; the directors' declaration of interests and conflicts of interest management); and statutory record keeping (maintaining all statutory books; seals; and documents required by the Companies Act). In Sri Lanka's largest companies — the blue-chip listed companies on the CSE (the conglomerates; banks; insurance companies; large SOEs) — the Company Secretary is a senior executive; often a member of the senior management team; with a direct reporting line to the Board Chairman. In smaller companies the role may be fulfilled part-time by an external Chartered Secretary or by a lawyer providing company secretarial services.

What a Company Secretary does daily

Board and committee secretariat — preparing Board meeting agendas; circulating Board papers to Directors in advance; attending Board meetings; preparing accurate and legally compliant minutes; following up on Board decisions; preparing the agendas and minutes for the Audit Committee; Remuneration Committee; and Nominations Committee; the Board secretariat function is the most visible and day-to-day activity of the Company Secretary and the quality of the minutes is the most scrutinised output
Companies Act statutory compliance — managing all statutory filing obligations under the Companies Act No. 7 of 2007: the Annual Return (filed within a specified period after the Annual General Meeting — containing the company's financial summary; directors' details; shareholding summary); registration of new directors and removal of directors (Form 48/69); changes of registered office (Form 12); allotment of new shares; registration of charges and mortgages; resolution filing (special resolutions); the strike-off and dissolution procedures; the Company Secretary's failure to file these documents on time exposes both the company and the Company Secretary personally to penalties under the Companies Act
Annual General Meeting management — planning and conducting the Annual General Meeting (AGM): preparing the Notice of Meeting (which must be sent to shareholders within the statutory notice period); preparing the AGM Agenda; managing the proxy form and proxy appointment system; conducting the meeting (ballot procedures for resolutions; show of hands; poll votes); preparing the AGM minutes; communicating the results of AGM resolutions to the Registrar General; the AGM management function is the most formal and legally prescribed of the Company Secretary's activities
Shareholder register and transfers — maintaining the Register of Members (the statutory shareholder register) accurately and up to date; processing share transfers (verifying transfer forms; stamp duty; updating the register); managing the dividend payment process (preparing dividend lists; liaising with the bank for dividend cheques or electronic payments; managing unclaimed dividends); managing share certificating; the shareholder register is a statutory document and its accuracy is a legal obligation
Corporate governance advisory — advising the Board of Directors and senior management on best practice corporate governance: the Code of Best Practice on Corporate Governance; the Board composition and structure (the ratio of Executive to Non-Executive to Independent Directors; the roles of Chairman and CEO — the separation principle); the induction of new Directors; the Board performance evaluation process; the management of directors' declarations of interests and potential conflicts of interest; the Company Secretary is the Board's primary governance adviser
CSE Listing Rules and securities law compliance (listed companies) — ensuring compliance with the Colombo Stock Exchange (CSE) Listing Rules: the immediate disclosure requirements (material transactions; changes in shareholding; Board changes; profit warnings); the quarterly and annual financial reporting obligations; the Related Party Transaction (RPT) reporting; the Takeovers and Mergers Code compliance; the insider dealing prohibitions and director share trading rules; the Half-Year Financial Statements and Annual Report filing
Statutory books maintenance — maintaining all statutory books and records that the Companies Act requires a company to keep: the Register of Directors and Officers; the Register of Members (shareholders); the Register of Charges; the Register of Debenture Holders; the Minutes Books (Board minutes; AGM minutes; EGM minutes); the Seal Register; ensuring that all statutory books are available for inspection at the registered office as required by the Companies Act
Corporate transactions support — advising on and managing the company secretarial aspects of corporate transactions: mergers and acquisitions (due diligence of the target company's statutory records; implementing the transaction resolutions; updating statutory registers post-completion); restructurings (internal reorganisations; scheme of arrangements); rights issues and other share capital transactions; convertible note issuances; the Company Secretary is a key member of the legal and compliance team in corporate transactions
Director and officer induction and compliance — inducting new Directors into their legal duties and responsibilities under the Companies Act (the fiduciary duties; the duty of care; the specific prohibitions on directors — self-dealing; related party transactions — Section 187 and related provisions); ensuring that Directors comply with the Companies Act requirements (declaration of interests; the prohibition on directors competing with the company; the approval requirements for major transactions)
Annual Report coordination — coordinating the production of the company's Annual Report (which is a statutory document for public companies): coordinating input from finance; legal; HR; sustainability; and other departments; ensuring compliance with the statutory disclosure requirements; managing the print and distribution to shareholders; the Annual Report of a major Sri Lanka listed company is a complex multi-departmental production that the Company Secretary manages end to end

Why this matters: Corporate governance failures — boards that do not properly understand their duties; companies that do not comply with securities law; shareholder rights that are not protected; conflicts of interest that are not managed — are at the root of many of Sri Lanka's most serious corporate and financial scandals (the ETI Finance collapse; the Golden Key Credit Card Company fraud; the CIFL failure; the serial SOE governance failures). The Company Secretary is the company's statutory guardian against these failures — the officer who ensures that the Board knows its obligations; that shareholders receive the information they are entitled to; and that the company's statutory record is accurate. The quality of corporate governance in Sri Lanka's corporate sector — a critical determinant of investor confidence and capital market development — depends significantly on the professionalism of the country's Company Secretaries.

Step-by-Step Career Roadmap

What to do

Mathematics and quantitative reasoning — the numerical foundation for understanding financial statements and corporate finance
Business and commerce awareness — understanding what companies are; how they are formed; the concept of shareholders; directors; the Board; the difference between a public and private company
English language development — company secretarial work is conducted primarily in English; the language investment is essential
Organisational habits — the filing; documentation; deadline management habits that are the practical foundation of company secretarial work

Key subjects

MathematicsCommerce / Business StudiesEnglish LanguageSocial Studies

Skills to build

Numerical abilityBusiness awarenessEnglish proficiencyOrganisational habits

Suggested activities

Commerce / business studies introduction
Mathematics excellence
English language development
Organisational and documentation habits

Important notes

The Company Secretary career requires both the legal precision of a lawyer and the business understanding of an accountant; those who develop only one dimension without the other will have a narrower practice than those who develop both; the CGI Chartered Governance Professional qualification is designed specifically to bridge law and business for governance professionals

💡 Backup / alternative options

Corporate lawyerAccountantBusiness administrationCompliance officer

⚠️ Important: Career paths and admission requirements change. Always verify the latest university entrance criteria, professional body requirements, and A/L subject combinations with official sources before making final decisions.