Back to top

Who Can Act as Company Secretary?

Last revision:
Last revision: August 31, 2021
Rating 4.7 - 7 votes

Under the common law, the duties of the company secretary was merely administrative, with no real authority to bind the company. However, in recent times, the position of a company secretary has evolved from mere clerks to officers with binding legal authority.

The company secretary bears the enormous responsibility of ensuring the smooth management and administration of a company. Hence, before appointing a company secretary, one should ascertain if the company secretary possesses the requisite knowledge, quality and experience to act as secretary and if the person can perform the duties and functions of a company secretary effectively. This guide will highlight the qualities, functions and duties of a company secretary.

Who is a Company Secretary?

A company secretary is a person or firm who has the responsibility of ensuring the efficient administration of a company especially with regards to regulatory compliance and implementation of decisions made in the company. The company secretary can be referred to as corporate secretary, secretary or an administrative assistant.

Qualifications of a Company Secretary

Any person or firm with the requisite knowledge and experience to discharge the functions of a company secretary can act as company secretary.

Under the new Companies and Allied Matters Act, 2020, it is not compulsory for a small company to have a company secretary. However, public companies are required to have a company secretary. In addition to this, the company secretary of a public company must be:

  • a member of the Institute of Chartered Secretaries of Nigeria (ICSAN);
  • a legal practitioner;
  • a member of Chartered Accountants of Nigeria;
  • a person who has held the office of the company secretary of a public company for at least three years of the five years immediately preceding the appointment; or
  • a body corporate or a firm of members who are qualified under either of the above requirements.

The company secretary is appointed by the directors of the company. Following the appointment, the company secretary can either accept or reject the offer in writing.

Generally, a company secretary must possess the following qualities and skills:

1. Honesty

One of the functions of the company secretary is to maintain the financial records of the company, documents and other confidential information regarding the company. Hence, they are expected to be honest in handling confidential matters regarding the company.

2. Adequate knowledge of the organization

The company secretary must be one who has an in-depth understanding of the sector or industry the company belongs to and must be able to interpret corporate governance theory into the appropriate polices of the company. It is the role of the company secretary to notify the directors of any compliance issues and ensure that the company adheres to all regulatory and legal compliance.

Corporate governance refers to the system, practices, and guidelines governing a company.

3. Effective communication skills

The company secretary interacts with the chairman, directors, members and other stakeholders of the company. Therefore, they must possess strong negotiation skills and sound judgement. They must also have the ability to listen and communicate effectively both orally and in writing.

4. Pay attention to detail

The company secretary is responsible for sending out notices, scheduling and planning of meeting, writing minutes of meetings and ensuring legal and regulatory compliance. Hence, they must always pay attention to detail and ensure that every task is performed correctly and without any error.

5. Organization and planning skills

Considering the fact that the company secretary may be involved in the planning of company projects and meetings, the ability to organize and plan effectively and efficiently is a key requirement for any company secretary. They must always ensure that they have plans in place for impending and future tasks and projects.

Functions and Duties of a Company Secretary

1. Scheduling and organizing meetings

The company secretary is responsible for the proper planning and organization of company meetings. They issue Notice of Meeting to the members, directors or other stakeholders that are entitled to attend the meeting, send reminders to participants of the meeting, prepare and circulate the agenda of the meeting and take a proper record of proceedings at the meeting.

2. Provision of advice on compliance

The company secretary must be present at every company or board meeting to provide advice on diverse issues relating to the company's conduct of business, such as legal advice on regulatory and legal compliance, advice on corporate governance issues, accounting advice on financial report, advice on strategic planning and development, etc. In other words, they must ensure that the company complies with legal and regulatory obligations.

3. Maintenance and storage of company records

The company secretary stores and manages the company's records such as financial statement, auditor's report, minutes of meeting and other relevant documents of the company.

4. Preparation and maintenance of Minutes book

At the end of a meeting, the company secretary prepares the Minutes of Meeting and circulates to all the participants of the meeting. The minutes is a succinct record of all the vital proceedings and matters deliberated and decisions made during a meeting.

5. Maintenance of company records at the Corporate Affairs Commission

One of the crucial roles of the company secretary is to maintain its company records at the CAC by ensuring that all company records are up-to-date and the necessary returns and filings are done on time. For example, the secretary is responsible for ensuring that the company files its annual returns at CAC and notifies CAC of any changes in the company's business and structure.

Summary

Company secretaries are no longer regarded as clerks or errand persons, they are officers of the company whose actions have impacts on the company. They are accountable to the directors, members and the company.

Their roles include serving as advisers to their directors on regulatory compliance, legal compliance and compliance with corporate governance principles. They are involved in the day-to-day administration of the company, which involves scheduling, planning and attending meetings, organizing company projects, recording and writing minutes of meetings and updating its company's records at the CAC. In carrying out their duties and functions, they are expected to do so efficiently and effectively with honesty, care and diligence.

About the Author

Vivian Umelue is an attorney and legal templates programmer at Wonder.Legal and is based in Nigeria.

Templates and examples to download in Word and PDF formats

Rate this guide