In trying to set up a company, there is an important position apart from your directors that is also very important for the effective operation of your company – the company secretary.
This article will be looking at the position of the law regarding the role of a company secretary and a couple of other topics ranging from who is eligible to be a secretary to what company secretaries actually do to the circumstances under which a company might not be required to have a company secretary.
What exactly is a Company Secretary position?
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A company secretary is an administrative officer of a company appointed to attend to the mandatory company secretarial compliance requirements of a company as well as serve as a secretary to the company’s board of directors.
What is the Regulatory Framework governing the conduct of company secretaries in Nigeria?
Company secretaries are required to keep in line with the compliance requirements of the Companies and Allied Matters Act (CAMA) 2020 through its established agency for the regulation of company registration and operation in Nigeria, the Corporate Affairs Commission (CAC) as well as the Nigerian Code of Corporate Governance 2018.
Are company secretaries a compulsory requirement for all companies in Nigeria?
Typically, all companies are required to have an apponted company secretary, but under the new Companies and Allied Matters Act (CAMA) 2020, the following companies are exempted from having an apponted company secretary:-
– Companies with an annual turnover level of below 120 Million Naira.
– Companies with a net assets value of below 60 Million Naira.
It should be noted that while companies under this category do not have to appoint company secretaries, but it is advisable to do so as all companies in Nigeria are still required to render post-incorporation returns to the Corporate Affairs Commission (CAC) constantly.
Who is eligible to be a company secretary in Nigeria?
While under the CAMA a person with a general knowledge of company secretarial services can be appointed as a company secretary , it is advisable for private companies and mandatory for public companies (PLCs) to appoint any of the following individuals as a company secretary :-
– A lawyer as properly defined under the Legal Practitioners Act.
– A member of any professional body of accountants created by law.
– A chartered secretary/member of the Institute of Chartered Secretaries and Administrators of Nigeria? (ICSAN).
– A corporate structure/body corporate/firm/company made up of any of the individuals previously mentioned.
– Any individual who has held the office of a company secretary of a public company for at least 3 out of the 5 years before his appointment.
What exactly are the functions of a company secretary in Nigeria?
Company Secretaries have the following functions :-
– Advising on and ensuring compliance of a company with all provisions the CAMA and the Nigerian Code of Corporate Governance.
– Giving notices of and attending all meetings of the company and its board of directors.
– Rendering compliance returns and required post-incorporation filings to the Corporate Affairs Commission
– Maintaining the register of the company and its statutory records.
– Advising on and ensuring compliance with the company’s MEMART (Memorandum Articles of Association).
– Ensuring the documentation and recording of the minutes of all meetings of the company and its board of directors as well the documentation and co-signing of all company/board resolutions.
– The carrying out of all Administrative and Secretarial functions as directed by a company’s board of directors.
Must a company secretary be appointed in a full-time capacity?
No. Company secretaries can be appointed on a part-time or outsourced basis. In fact it is possible to render Company Secretarial services to many companies at the same time. This is a cost-saving means of retaining company secretarial services for either start-ups or companies working on a relatively tight budget or looking to hire highly-experienced and usually self-employed professionals that cannot be engaged on a salaried or full-time basis.
Can a company secretary operate from outside Nigeria?
No, a company secretary must be resident in Nigeria.
Can a company secretary also operate as a director of a company?
Yes. An eligible individual can be appointed in a dual capacity as a Company Secretary and also a Company director, but such an individual can only sign any company document (a resolution, contract, notice etc) as either a Company Secretary or a Director, which will require another director to provide the second signature.
Is it possible to combine the duties of a Company Secretary with other specialized Administrative functions?
Yes. A lawyer that is appointed as a company secretary can also be appointed in a multiple capacity as a :-
– Human Resource Manager.
– Legal Adviser/Legal Manager/Litigation Manager.
– Independent Director.
– AML(Anti-Money Laundering) & CFT(Combating the Financing of Terrorism) Compliance officer.
– Data Protection Compliance Officer(DPCO).
Who has the power to appoint a Company Secretary?
Company Secretaries can be appointed by a company’s Managing Director, the Board of Directors of a company or its founders.
What are the steps involved in appointing or removing a Company Secretary?
This usually involves filing to the CAC a Notice of Appointment /Change of a Company Secretary(usually within 14 days of appointment or removal).
Conclusion :- It is hoped that a better understanding of the position of Nigerian law on Company Secretaries and the conditions surrounding the appointment and removal of a Company Secretary has been achieved by this article in order to enable business persons make better-informed decisions regarding the appointment of key staff going forward.