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“A secretary is a mere servant;his position is that he is to do what he is told,and no person can assume that he has any authority to represent anything at all” 秘书只不过是一个仆人,他的职责就是做好吩咐给他的事情,而且没有人认为他有权力代表任何事物。 But times have changed. A company secretary is a much more important person nowadays than he was in 1887.He is an officer of the company with extensive duties and responsibilities.This appears not only in the modern Companies Acts,but also by the role which he plays in the day-to-day business of companies.He is no longer a mere clerk.He regularly makes representation on behalf of the company and enters into contracts on its behalf which come within the day-to-day running of the company’s business.So much so that he may be regarded as hold out as having authority to do such things on behalf of the company. He is certainly entitled to sign contracts connected with the administrative said of the company’s affairs,such as employing staff, and ordering cars , and so forth.” 但时代已经变迁,与他1887年时的地位相比,如今一个公司秘书已经成为了一个非常重要的角色。他成为了一个承担着公司重要义务与责任的管理者。这一点不仅体现在《现代公司法》中 ,还体现在他在公司日常工作中所扮演的重要角色中,他不再仅仅只是一个公司职员。他常常代表公司的利益,代表公司签订一些关系到公司日常运作的合同。他的地位如此重要以至于他被视为有权代表公司做这些事。他确确实实有资格签署一些关系到公司行政事宜的合同,如雇用员工,订购汽车等。 3. 9.Maintenance of Capital

The principal concern of the law in this area is that the company should ge full value for the shares it issues and that having received the money,that money should be kept within the company .Because the members of a company are in control of it, they could make the company transfer all its assets to them.In particular,therefore,money should not be returned to the members of the company,leaving the creditors with an empty shell to rely on when their bills are due to be paid .In this area the original common law rules have, to considerable extent been overtaken by statutory rules, many of them introduced by the Company’s Acts 1980 and 1981 as a direct result of the European Community’s company low harmonisation programme. These rules are now...
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