Jul 30, 2014

WHY YOU NEED A COMPANY SECRETARY

Every Company shall have a gateman Secretary, so says the HR Manager law in Section 293 of The Companies and Allied Matters Act, CAP. C20, Laws of the Federation of Nigeria. By secretary, I do not mean a receptionist or a customer care practitioner; neither do I mean a person who just assists with correspondences or making appointments nor that stern looking woman who sits in front of the Executive- Director’s office and acts like she’s the gate-keeper to the Promised Land. By Secretary, I mean a corporate officer in charge of the official correspondences of the company, minutes of board meetings, and records of stock ownership and transfer. 


 A company secretary is appointed and can be removed by the Directors of a company, and like the Directors of a company, the secretary plays a very important role in the company’s daily administration. The part played by the Company Secretary is further strengthened by the Corporate Affairs Commission (CAC) directive that all companies appoint a Company Secretary and file evidence of same before the commission.
CAMA, in Section 298 provides that the functions of a Company Secretary includes;

a. Attend 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 compliance by the meetings with the applicable rules and regulations;

b.  Maintaining the registers and other records required to be maintained by the company under this Act;

c.  Rendering proper returns and giving notification to the commission required this Act; and

d. Carrying out such administrative and other secretarial duties as directed by the director, or the company.  

It is the duty of the Company Secretary to maintain certain statutory registers on behalf of the company including; 
  • Register of members and shareholders.
  • Index of members where they are more than 50.
  •  Register of Debenture Holders 
  • Register of Directors/ Secretaries.
  •  Accounting records
  • Register of charges, and  
  • Register of interest in shares.
Furthermore, a secretary shall not owe fiduciary duties (duty to act with good faith) to the company except where he is acting as its agent, then he shall owe fiduciary duties to it, and as such shall be liable to the company where he makes secret profits or lets his duties conflict with his personal interests, or uses confidential information he obtained from the company for his own benefit (Section 297).  

To be a Company  Secretary, such person must have the requisite knowledge and experience to discharge the functions of a secretary, and in the case of a public company, he shall be either a member of the Institute of Chartered Secretaries and Administrators; or a legal practitioner; or a member of the Institute of Chartered Accountants; any person who has held the office of company secretary for a period of 3 years; or a corporate body or firm consisting of the above mentioned people (Section 295).

Adedunmade Onibokun Esq. 
@adedunmade
Share:

5 comments:

  1. I am searching for an online tool via which i can check the database and all the updates regarding the company secretary
    regards
    priya

    ReplyDelete
  2. I am searching for online tool via which i can get all the updates about company secretary

    ReplyDelete
  3. I am searching for online tool via which i can get all the updates about company secretary

    ReplyDelete
  4. One of the main things to look at is the tools they use to monitor the database. Using off the shelf software does not provide the quality of service that most customers need. Matias

    ReplyDelete
  5. Each company ought to have appropriate secretary as it can be a vital part in small issues solving. Secretarial company help is a quickly developing zone and thusly there are many organizations offering these writing administrations on the web. Sadly this expansion of administrations has made choice of a dependable administration practically unimaginable. Many administrations are a long way from proficient and are just hoping to profit as fast as they can by subcontracting your work to the least expensive subcontractor that they can discover. This is frequently an exceptionally shabby consultant with restricted aptitudes and no experience. Notwithstanding this their grip of the English dialect is likewise frequently extremely poor to be sure.

    ReplyDelete

Blog Archive

AELEX Annual Lecture

AELEX Annual Lecture
AELEX Annual Lecture

ORDER NOW

The Nigerian blawg

Disclaimer:- Posts and comments by the publishers of this blog do not constitute legal advice or create an attorney-client relationship.

Follow by Email

Advertise your property

Property Listings

  • SALE-4bedroom duplex With 3 living rooms. Located at Opic Harmony Estate. Asking 80m Title Global C of O/ consent in progress. 08055424566
  • FOR SALE 8bedroom duplex 2 living rooms With 2 rooms BQ N150m Located off CMD Road Magodo Registered Title Contact 08055424566
  • Property for Rent – New Building, 4 unit luxury 2 bedroom flat available at Rafiu Ipaye Street, Ijesha, Surulere. Ground floor back flat- 700k per anum, First floor back flat – 750k per anum, 2nd floor back flat – 750k, 2nd floor front flat – 800k. Service charge - 75k per anum. Refundable caution – 70k. Call 08055424566 for details.
  • Property For Sale!!! A fenced and gated uncompleted 3 bedroom site on a full plot of land is available for sale at Igbetu via Awoyaya, behind Mayfair Gardepn Estate, Ibeju-Lekki, Lagos for sale. Price is N20million and Title Documents include, Family Receipt,  Deed of Assignment and Global C of O. Contact 08055424566 for more information
  • PROPERTY FOR SALE!!!!!!!!  A 5 Bedroom Duplex with 2 room BQ formerly used for a Nursery & Primary school is available for sale in Iyana Ipaja, Lagos  Building contains 9 CLASSROOMS, 2 OFFICE SPACES, 1 LARGE RECEPTION, 8 TOILETS, 5 BATHROOMS, KITCHEN,PLAY AREA. The seller's title is a certificate of Occupancy and the asking price is 35 million Naira.  Contact 08055424566 for more details 
  • List your property for rent or sale here

CONTACT US

Name

Email *

Message *

Powered by Blogger.