How to Appoint a Company Secretary in Nigeria

Quick answer: How to Appoint a Company Secretary in Nigeria is a public legal-education guide. The correct legal step may depend on the facts, documents, location, timing, and current law, so readers should seek tailored legal advice before acting.

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HOW TO APPOINT A COMPANY SECRETARY IN NIGERIA

According to the terms of Section 293 of the Companies and Allied Matters Act (CAMA), every company, whether it is a private business or a public corporation, must have a company secretary. Any officer given permission by the Board of Directors to act in the secretary's place may perform the duties of the position in the interim when one is not present.

A company secretary is an officer who has been designated by the directors to carry out specific legal and administrative responsibilities and who has the necessary training and expertise to do so.

QUALIFICATIONS AND APPOINTMENT OF A COMPANY SECRETARY

PRIVATE COMPANY

According to Section 295 of the CAMA, a private company's company secretary is not required to hold any special credentials in addition to the basic need that the directors must believe he possesses the necessary skills and experience to undertake the role of a company secretary.

PUBLIC COMPANY

A legal practitioner, chartered accountant, chartered secretary, or a firm of any of them, or a person who has held the position of company secretary of a public company for at least three (3) of the five (5) years immediately preceding his appointment in a public company, is required to be able to serve as the company secretary of a public company. He must also have the necessary training and experience.

DUTIES/RESPONSIBILITIES OF A COMPANY SECRETARY

The duties of the Company Secretary are both Statutory and Administrative in nature. The Statutory duties include:

Signing the form for annual returns which is also required to be signed by a director; Certifying the financial statements attached to the form’s annual returns, which are also required to be certified by a director; Completing and signing a form of application to register a business name of the Company;

ADMINISTRATIVE DUTIES

• Maintaining the statutory registers of the company (register of directors and secretary, register of members, register of directors’ and secretaries’ interests and register of debenture holders) and making them available for inspection to those entitled.
• Preparing and filing the annual return and notice of other matters such as changes in directors and secretaries or in their particulars, change of registered office address, a return of allotments, passing of special and certain ordinary resolutions etc. within the prescribed limits in the Corporate Affairs Commission (CAC).
• Preparing and issuing notices of board and general meetings in accordance with instructions given by the Chairman or the Board.
• Attending and taking minutes of meetings and maintenance of the related minute books.
• Ensuring that the board decisions are properly communicated and that action item is circulated to the board members after each board meeting.
• Ensuring that guidance is provided to the board on corporate governance matters generally and ensuring that the provisions of the memorandum and articles of association and of any shareholders’ agreement, to which the company is a party, are observed.
• Providing support to the executive and non-executive directors to include:
• Providing them with a copy of the most recent memorandum and article of association of the company.
• Ensuring that they are aware of their statutory obligations
• Providing them with a schedule of board meetings and
• Providing them with any other information they may validly require to achieve their functions
• Ensuring that the Company complies with its disclosure requirements such as information contained on company letterhead, websites and electronic communications.
• Communicating with Company shareholders/stakeholders.
• Safeguarding of the Company seal and, where authorized, countersigning and, where authorized, countersigning its affixation with one of the directors.

In today's world, a corporate secretary may also be charged with drafting and reviewing contracts for private businesses. Furthermore, it is true that a company secretary is needed by both private and public companies. A private corporation that lacks a company secretary may appoint an outside attorney or law firm to serve as both its company secretary and solicitor.

NB: This article is not a legal advice, and under no circumstance should you take it as such. All information provided are for general purpose only. For information, please contact chamanlawfirm@gmail.com

WRITTEN BY CHAMAN LAW FIRM TEAM

EMAIL: chamanlawfirm@gmail.com

TEL: 08065553671, 08024230080

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