Every Company shall have a
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.
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.
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.