This article is written by Yash Kapadia. Through this article, we shall ascertain various opportunities that a homegrown Indian company secretary can get by entering the large compliance and regulations market of the United States and how to get international work through these opportunities.
Table of Contents
Introduction
A member of the Institute of Company Secretaries of India (ICSI) is called a Company Secretary/Secretaries (CS). In simple language, a CS is a position in a private sector company or public sector company that takes care of all sorts of compliances that are applicable to the respective company. In large American and Canadian publicly listed corporations, a company secretary is typically named a corporate secretary or secretary.
It is important to note that there is no equivalent degree of a CS in the US. Firms, companies, corporations often employ corporate secretaries who have cleared the necessary examinations from their own company secretary governing body. For example, the ICSI has Associations with international organisations like Corporate Secretaries International Association Limited (CSIA), International Corporate Governance Network (ICGN) which are well recognised within the US. Even more so, ICSI also has one of its overseas centres in New York.1
However, as per the Society of Corporate Governance, a “Corporate Secretary (CoS) is required by state corporation laws for every corporation. Individual corporate by-laws set forth the powers and duties of the Corporate Secretary. A key responsibility of the Corporate Secretary is to ensure that Board members have the proper advice and resources for discharging their fiduciary duties to shareholders under state law. A Corporate Secretary is responsible for ensuring that the records, or minutes of the Board’s actions during a Board meeting, reflect the proper exercise of those fiduciary duties.”
Through this article, we shall now describe in brief the scope of CS outside India and more particularly for qualified CS looking to practice in the US and then describe the various opportunities that should be known to more people in the same domain.
Role and responsibilities of a CS and CoS
In order to become a qualified CS or CoS, one needs to give the necessary examinations and pass the said criteria as per the governing body i.e. ICSI in case of CS and SCG in case of CoS.
The role of a CS and CoS are quite similar as the scope of their coincides with each other. A CoS has the following role and responsibilities:
- Managing board and committee meeting logistics and attending and recording minutes of them;
- Advising the Board about its roles and responsibilities;
- Facilitating the orientation of newly designated directors and assisting in their training and development;
- Maintaining key corporate documents and important records;
- Responsibility to provide for corporate disclosure and compliance with the necessary state corporation laws, stock exchange listing standards and SEC reporting and compliance;
- Overseeing stockholders, stock issuance and transfer operations and stockholder correspondence and further preparing and distributing proxy statements;
- Managing the process of every annual shareholder meeting;
- Monitoring the corporate governance developments and assisting the Board in complying with governance practices to meet the Board’s needs and investors’ expectations;
- Serving as a point of contact for investor communication and actions to be taken on corporate governance issues.
The said roles and responsibilities are not exhaustive and a detailed overview can be referred to here.
Similarly, the role and responsibilities of a CS are as follows:
- Ensuring compliance of provisions of various laws applicable to the company.
- Ensuring the company operations are being performed as per the Memorandum of Association and Articles of Association of the company.
- Conducting and making minutes board meetings, committee meetings, general meetings and to attend the same.
- Managing transactions relating to the allotment, transfer and transmission, buyback of shares of the company.
- Maintaining company records, statutory registers as required by the Companies Act, 2013.2
From the above lists, we derive that the role of a CoS and a CS is very similar and that in a broader sense, both of them are expected to do all such duties as assigned by the Board and to do all such acts as may be prescribed under the various laws applicable to the Company. Both of them are important roles that help with respect to any sort of compliance/ legal issues and pre-requisites in a company.
International freelance opportunities for a CS in the USA
It is now clear that the scope of work of a Company Secretary and a Corporate Secretary is more or less the same. In fact, one can learn the skills and definitive work the other does due to similar foundations. Therefore, it is 100% possible for a qualified CS to get freelancing opportunities considering they have the necessary skills required. The following are the methods in order to find international opportunities and a brief about the skills that are required for the opportunities:
- Freelance opportunities on Upwork and Fiverr
Upwork and Fiverr are leading freelancing platforms with an ample amount of jobs available across the world. These jobs can be cherry-picked by a CS as per his convenience and his expertise on a particular subject.
Let us take an example, CS in India looking out for freelancing opportunities relating to enlisting the list of compliances for a fintech startup in California, USA can search for relevant opportunities like this on Upwork. In fact, one can find any opportunity that relates to compliance or vetting various company-related documents and drafting and negotiating and even being part of the drafting of minutes of any AGM or other meetings.
There are numerous jobs wherein people are looking for CS and CoS to maintain all the tax compliances and assist them in financial planning. People looking to outsource their accounts or compliance departments can be targeted to get a freelance foreign client. Even more so, these clients are open to providing at least $30-$50 for a one-time work of vetting documents, asking for suggestions to certain compliance-related clauses in agreements, etc.
CS having any of the following skills can also find freelance opportunities from international clients on different platforms:
- Filing DBA or trade name in California.
- Adding members (owners) to a Single Member LLC registered in Wyoming.
- Assisting in appointment of officers in a Delaware C-Corporation.
- Recording decisions of management in a Delaware C-Corporation.
- Providing annual compliances for corporations in Delaware and California.
- Providing solutions for business which has been forfeited by the FTB in California.
- Converting an LLC or S-Corp into a C-Corp or vice-versa.
- Completing an issue of shares for a Delaware corporation.
- Drafting charter documents, contracts etc. for the corporations.
The good part is all these skills can be learned through various modes. Self-learning as well as enrolling for rigorous courses. If one needs a roadmap, a webinar or a Bootcamp like this could be attended to understand the position of the US market and how a CS can make it their land of numerous opportunities.
Also, CS and CoS who are exceptionally well writers can also write articles for companies and firms looking for content writers in the domain of any business-related compliances. There are multiple opportunities that one can find at such crowded freelancing platforms with a bunch of new opportunities every day.
- Work as remote Corporate Secretary for a company
Even as an assistant Corporate Secretary, one can be a member of the legal and secretarial department’s compliance team. This role will be responsible for public company reporting and securities regulations, as well as capital markets transactions, and corporate governance matters. The scope of work would include preparing and reviewing quarterly and annual public filings including all Exchange Act filings and earnings announcements. In addition, a CoS would also be involved in executing certain financing and securities matters related to major corporate strategic transactions for the particular company or organisation.
Being an assistant Corporate Secretary makes one the central point of contact between senior management and the Board of Directors. The CoS has to further lend support to the Board and its committees on all matters and oversee corporate subsidiary management too. This role of a CoS would also include advising the company’s Board of Directors and senior management on issues of critical importance in terms of compliance and law.3 The role of a remote corporate secretary may even start as a part-time role but with consistent deliverables being met and additional skills being displayed, a CS can also land a fulltime job at a firm or a company too. The package for a full time corporate secretary may range anywhere between $50,000-$70,000, being subjective on a case to case basis.
- Work as independent consultants
Indian homegrown CS can work as foreign compliance officers or managers for accountancy firms, insurance companies, private or even public companies. What is most important is a particular set of skills that are needed by employers and if a homegrown CS has those particular sets of skills, then one can very well apply as an independent consultant for the role of a compliance officer or manager. In fact, a CS can also help build outreach with US companies, Silicon Valley startups and other potential clients who want to establish a presence in the US. One can approach startups worldwide who want to have their presence established or expand to US boundaries and provide them with the expertise one possesses. It may be a compliance-related consultancy on a weekly basis that shall be beneficial for any growing startup. We can expect a bare minimum range of $12-$15 per hour wage rate for providing consultancy as a starter.
As a Compliance Manager, one will be responsible to ensure that the particular company adheres to all sets of legal standards as well as internal policies and procedures.
For example, for the role of a corporate secretary/general counsel of an insurance company4 one must have experience in:
- managing and directing the legal, compliance, and regulatory matters related to policyholder claims.
- oversee corporate governance and the Vendor Management Program, with special attention to contract approval.
- legal advice regarding legal principles, practices and procedures, and knowledge of the property & casualty industry.
- represent the company regarding government relations and public policy issues.
- serve as corporate secretary, and be the primary legal advisor to the board of directors.
- Content writers/journalists or podcast hosts for compliance-related topics
Indian CS with significant knowledge or the interest to learn more about foreign compliances in the US can start applying for a content writing job for regulatory journals, blogs or even small companies who need a content writer to write articles on ongoing trending regulatory and compliance-related topics for their growth. Content writing jobs can be found on freelancing platforms like Upwork, PeoplePerHour or even approaching founders of startups or companies on LinkedIn.
Content writing is very high-paying when one gets a hold of it and also leads to massive improvement in the overall presentation and skills displayed by the writer. Writing will lead to further development of more skills which can then lead to landing a good freelance or a full-time job with a foreign entity. The price range for every article ranges anywhere around $12-$30 and the same keeps increasing as one’s credibility and experience increases.
Podcasts are the new age usage of media to reach the maximum number of people without being physically present. Podcasts are the new norm to maximize the reach of a particular individual through media in terms of personal branding. Once at a good stage, one can start earning from hosting podcasts or uploading educational videos about the numerous compliances a startup company has to follow. The aim must be to provide free knowledge till a personal brand and trust is built amongst people and then professional work shall start pouring in. Using media for the purpose of growth and making money is equivalent to managing capital in the 20th century. Therefore, Indian CS looking to start any sort of podcast can access a how-to guide here.
Conclusion
The freelance industry combined with the nascent remote working jobs has made it easier than ever for people possessing a particular set of skills to use them across their national borders. Indian CS who have knowledge on SEC filing and compliances, the governing laws for a startup to comply before the funding phase, the remarkable experience of guiding the board of directors of a company and being part of board meetings and reviewing of quarterly, yearly annual earning and giving expert opinion on ways to grow the same, can now use this experience and get freelancing jobs through various modes discussed in this article.
Indian CS can also give the CoS exam which can officially make them a member of the Society of Corporate Governance, USA. However, it is not compulsory to do the same like how a CA has to give the CPA exam to practice legally in the US. Indian CS have a bank of knowledge about companies and the answers to various roadblocks that any company regardless of it being private or public may face. This set of specific knowledge can be applied in modern times of the 21st century to solve problems faced by people who have no idea how to tackle them. Indian CS who are yet to build a set of skills can do so by reading articles, listening to podcasts or even attending a rigorous learning Bootcamp like this to scale their own practice.
Join us for an exclusive 3-day boot camp on – International Opportunities for Chartered Accountants / Company Secretaries in US Corporate Law from 9th to 11th October, 6-9PM.
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References
- https://www.icsi.edu/media/webmodules/INTERNATIONAL_CS_BROCHURE.pdf
- https://taxguru.in/chartered-accountant/company-secretary-definition-appointment-roles-responsibilities-opportunities.html
- https://www.google.com/search?q=company+secretary+jobs+usa&oq=corporate+secretary+usa+jo&aqs=chrome.1.69i57j0i22i30.11638j0j7&sourceid=chrome&ie=UTF-8&ibp=htl;jobs&sa=X&ved=2ahUKEwiYv431_LXzAhWO4jgGHWE5A68Qkd0GegQIPxAB#fpstate=tldetail&htivrt=jobs&htiq=company+secretary+jobs+usa&htidocid=3i12-CTm4sYAV59-AAAAAA%3D%3D&sxsrf=AOaemvI52221Sl5Sdggd0axolK7WBIQk5Q:1633529853348
- https://www.google.com/search?q=company+secretary+jobs+usa+society+of+corporate+governance&oq=corporate+secretary+usa+jo&aqs=chrome.1.69i57j0i22i30.11638j0j7&sourceid=chrome&ie=UTF-8&ibp=htl;jobs&sa=X&ved=2ahUKEwiYv431_LXzAhWO4jgGHWE5A68Qkd0GegQIPxAB#fpstate=tldetail&sxsrf=AOaemvI52221Sl5Sdggd0axolK7WBIQk5Q:1633529853348&htivrt=jobs&htidocid=HN1IkbojuNAOS0PGAAAAAA%3D%3D
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