WHO IS A COMPANY SECRETARY?

A company secretary is one saddled with the responsibility of ensuring the efficient administration of a company, He /She ensures that the company complies with all statutory and regulatory requirements and further ensures that decisions made in the company by the board of directors are executed.

 It is pertinent to note that a company secretary is not just a mere clerical or secretarial officer or a secretary in the usual sense of it, but a senior officer in the company. The company secretary ensures that a company complies with all the relevant legislations and regulations guiding the company for which He /She operates as a company secretary.

The company secretary further keeps board members informed of their legal responsibilities. He also registers and communicates with shareholders in order to ensure that dividends are being paid and he/she maintains company records such as lists of directors and shareholders and annual accounts of the company.

 THE ROLE OF THE COMPANY SECRETARY.

The position of a company secretary is a vital office in a company and he/she is saddled with diverse roles and responsibilities. Section 335 of the Companies and Allied Matters Act, 2020 describes the duties of a secretary as follows:

  • Attends meetings of the company, the board of directors and its committees, renders necessary secretarial services with respect to the meeting.
  • Proffers advice to the company on compliance with rules and regulations.
  • Maintains the register and other records of the company as required by law.
  • Renders proper returns and provides necessary information to Commission as required by law.
  • Signs documents on behalf of the company.
  • Acts as a point of communication between the board of directors and the shareholder(s).
  • Reports activities going on in the company and changes in laws and also, advises on the necessary steps a company and its directors are to adhere to within the stipulated time. Thus the company secretary should be abreast with the laws guiding whichever sector such company operates.
  • Carries out such other duties as provided by the directors of the company.       

WHO QUALIFIES AS COMPANY SECRETARY?

It is imperative to state that the qualification for a company secretary in a private company, is quite different from that of a public company. Thus, in a public company, the company secretary must meet either of the following criteria as provided for in section 332 of the Companies and Allied Matters Act 2020 which are as follows:

a. A member of the institute of chartered secretaries and administrators.

 b. A legal practitioners within the meaning legal practitioners act.

 c. A member of any professional body of accountants established from time to time by an act of the National Assembly.

  d. Any person who has held the office of the secretary of a public company for at least three years of the five years immediately preceding his appointment in a public company or

  e. A body corporate or firm consisting of members each of whom is qualified under paragraphs (a),(b),or (c).

In a private company, it shall be the duty of a director to take reasonable steps in ensuring that the Secretary of the company be someone who has requisite knowledge and experience to discharge the functions of the secretary in the company (See section 332 of CAMA 2020). Thus, a company secretary must be an individual who possesses technical knowledge of corporate concerns.

IS IT NECCESSARY TO HAVE A COMPANY SECRETARY?

Recourse to the old Companies and Allied Matters Act 1990 (precisely section 293(1)) made it compulsory for every company to have a company secretary. But a look at Section 330 (1) of the new Companies and Allied matters Act (CAMA) 2020, states that except in the case of a small company, every company shall have a company secretary. However, sub section 2 of the same section makes it mandatory for a public company to have a company secretary. Thus, it is not necessary for a small company to have a company secretary, but a public company must have a company secretary.

A small company has been defined by the new Act as a private company having an annual turnover of N120,000,000 (one hundred and twenty million naira) and net asset value of not more than N60,000,000 (sixty million naira), has no foreigner as its members and where the company has a share capital, the directors holds at least 51% of the share capital. See Section 394 (3) CAMA 2020.

In the case of small companies, the question arises, is having a company secretary necessary, bearing in mind the recent provision of the new Act, which makes it less compulsory for private companies to do so?

In providing a response to this question, I’ll refer you to the duties of a company secretary as clearly provided above. A careful study of these roles listed above makes it clear that these responsibilities are technical and as such requires adequate training to assume such role. Moreover, the responsibilities of the directors of a company might be cumbersome enough to spare the thought of including a technical and delicate role as that of a company secretary. It’s also vital to acknowledge the importance of delegation in any company which seeks to be successful as one man cannot know all or do all the job alone. Delegation in a corporate environment brings about efficiency.

Furthermore, a look at section 331 of CAMA 2020 prohibits the same person from carrying out any act which is required to be done by a director and a secretary. For instance, where a document is to be signed by a director and a secretary, the person acting both as a director and secretary, cannot sign the document as a director in the one part and a secretary on the other part. Thus it boils down to the fact that a company secretary is important in a company and this is what every small company should  note when choosing whether or not he needs a company secretary.

Should a small company decide to dispense with the need of having a company secretary, such company should ensure that the roles of a secretary are carried out by another individual(s) for instance the director of the company.

CONCLUSION

Company secretaries are not mere clerks or servants as they are senior officers of the company whose actions have immense impact on the company. They bear diverse responsibilities of ensuring the efficient management and administration of the company. They serve as advisers to the directors on regulatory compliance and other compliances matters. They are to perform their various roles with honesty and diligence etc. Though having a secretary in a small company is optional, it’s however important to so have a company secretary thus the small companies should weigh the importance of having a company secretary before choosing whether or not to have one.

In regard to the important roles done by the company secretary in companies, the company requires the company secretary to be appropriately trained, experienced and professionally qualified to take on the tasks and responsibilities given to them.

Cynthia Tishion
Cynthia is a lawyer and currently serves as Head of Corporate / Commercial Services at LEX – PRAXIS. With her passion for business and entrepreneurship, she is actively engaged in creating awareness on the legal aspect of businesses through various platforms such as writing, public speaking engagements.

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