A Company Secretary is one of the officers of the company just like the Directors, they are not the owners of the company. A Company Secretary is usually a corporate professional who is responsible for the company’s legal and administrative duties.
The Companies and Allied Matters Act (CAMA) 2020 section 330 (1) states that:
“Except in the case of a small company, every company shall have a secretary “. The SHALL in the section connotes mandatory.
The appointment of a company is usually done at the point of incorporation of a company. Before now any company having a share capital of 10m naira is regarded a big company and therefore must appoint a secretary. Foreign owned company must of necessity appoint a secretary.
By Sec 332 of CAMA 2020, a company Secretary can either be a Legal Practitioner, a Chartered Secretary or Administrators and or a Chartered Accountant.
WHAT ARE THE RESPONSIBILITIES OF A COMPANY SECRETARY?
- Board Meetings and Documentation
The secretary is responsible for organizing meetings, preparing the agenda, and ensuring that board members are provided with relevant information beforehand. This helps to ensure that the meetings are productive and focused on the key issues facing the company.
The company secretary also takes accurate minutes during meetings, capturing discussions, decisions, and actions to ensure that the company has an official record of all proceedings. This documentation is critical for legal purposes and serves as evidence of the company’s decision-making process, particularly when challenged in a court of law or by stakeholders.
- Legal Adviser
The company secretary often functions as the legal adviser to the company in some situations, although a company can retain a separate legal adviser in case the secretary is not a legal practitioner. As a legal adviser, the secretary may provide guidance on corporate law, intellectual property matters, and other legal issues that arise during business operations. The company secretary may also liaise with external legal counsel on behalf of the company.
- Regulatory Filings and Reporting
Another core responsibility of the company secretary is to ensure that the company meets all of its statutory reporting and filing obligations. This includes submitting annual returns, financial statements, and other documents required by the relevant authorities. The company secretary is the key liaison officer between the company and regulatory bodies, ensuring that all documents are submitted within the prescribed timelines.
- Corporate Governance and Compliance
Another primary duty of a company secretary is to maintain effective corporate governance within the organization. This includes ensuring that the company complies with the laws and regulations set out by governing authorities, such as the Corporate Affairs Commission (CAC) in Nigeria, the Securities and Exchange Commission (SEC), or other relevant regulatory bodies in different jurisdictions. They play a key role in ensuring that the company’s operations align with these policies, thereby mitigating the risks of legal action or non-compliance.
- Shareholder Communication and Relations
The company secretary is also responsible for dealing with shareholder queries, ensuring that their rights are upheld and that they are treated fairly. This includes advising shareholders on their rights and helping to resolve any issues they may have regarding the company’s operations.
- Risk Management
The company secretaries often play a crucial role in the company’s risk management process. They help identify potential legal, regulatory, or operational risks that could impact the company’s business and advise the board on how to mitigate these risks. They also ensure that the company has proper risk management policies in place and that these policies are reviewed regularly to keep up with any changes in the regulatory environment or business landscape.
In conclusion, as an investor desiring to incorporate a limited liability company in Nigeria. You need to find out if your company falls under small company. And if you have already incorporated a company without a secretary, the CAMA mandates such company by Section 330(2) to appoint a secretary not later than six months after the commencement of the Act.
A Secretary is indeed needed in a Company in Nigeria!
For enquiries
Email: info@verazadvocates.com.ng
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