Liability:
The secretary is an officer of the company and thus he owes fiduciary duties to the company which are similar to those of a director, eg. he must act in good faith and must not make a secret profit. Moreover, in the event of a liquidation, the secretary as an officer of the company will be liable under section 323 if he has been guilty of a misfeasance. The secretary will also be liable to specific criminal penalties if he details or omits a wrongful act in respect of his statutory duties. Thus, for example, he can be made to pay a default fine if he fails to sign the annual return and accompanying documents and as the officer most clearly in default will be liable in the event of failure to keep and make available registers such as the registers of directors and secretaries.