Company secretarial services in Nigeria involve the administration of a company with regards to ensuring compliance with the statutory and regulatory requirements.
Nigerian companies are required under the Companies and Allied Matters Act LFN 2004 to appoint a secretary. Section 293 of the “Act” states that “every company shall have a secretary”
Upon the incorporation of a company, one of the regulatory compliance is to provide the particulars of the company secretary. Thus, it is an offence to operate a company without a Secretary. A company secretary is an official of the company who exercises extensive powers and duties.
Qualifications of a company secretary
It is the duty of the Directors of the company to ensure that the company secretary appointed is a suitable person who has requisite knowledge on regulatory issues affecting the company or the experience to discharge the functions of a company secretary.
Thus, a company secretary shall be either of the following as provided under Section 295 of CAMA;
- A member of the Institute of chartered secretaries and administrators
- A legal practitioner
- A member of the Institute of chartered accountants of Nigeria
- A body corporate or firm consisting of members who are qualified or
- Anybody who has held the office of a secretary of a public company for at least three (3) to five years.
Flowing from the above qualifications, it is trite to state that not only an individual can act in a company secretary capacity but also firms and corporate bodies.
Duties of a company secretary as provided by Law include but not limited to the following;
- Attending the meeting of the company, the board of directors and its committees, rendering all necessary secretarial services in respect of the meeting and advising on regulatory or statutory compliance by the meetings with the applicable rules and regulations.
- Maintaining registers of the company and all other records required to be maintained by law
- The company secretary has the duty of rendering proper financial returns and giving notification to the Corporate Affairs Commission (CAC) as required by law.
- The secretary also carries out the administrative and other secretarial functions as directed by the director, or members of the Company, which include the followings:
- Scheduling and coordinating general meetings, meetings of the Board of Directors or Board members.
- Drafting and distributing minutes and other documentation pertaining to meetings.
- Filing statutory documents like annual returns, resolutions, changes in the composition of the board or the shareholding structure, or charges against the company’s assets
- Filing the required annual returns with the Corporate Affairs Commission(CAC)so as to remain in compliance with the provisions of the Company and Allied Matters Act
- Executing post-incorporation services like filing changes in incorporation records with the CAC, handling changes in the company name or Memorandum and article of association, etc.
- Drafting & Reviewing all employment contracts for the employee of the company
- Drafting and/or reviewing of commercial or general legal agreements or contracts.
- Responding to all company’s legal questions and legal enquiries.
In our previous write-up, we fully explained the procedure for appointment and removal of company secretary in Nigeria
In conclusion, the office of a company secretary is a vital compulsory position in the company, which is reinforced by the law. The functions and services rendered by a company secretary are ministerial and administrative in nature which cannot be overemphasized.
The company secretary owes a duty to the management, board of directors, shareholders and the company. It would be unlawful for a company to be operating without having a company secretary.
By Corporate & Commercial Law Team at Resolution Law Firm. The Law Firm currently serves as company secretary to various companies.