All companies registered in Nigeria are required to have a company secretary by the provision of Section 330(1) of the Companies and Allied Matters Act, 2020. However, small companies whose turnover is not more than N120,000,000 (One Hundred and Twenty Million Naira) and whose net assets value is not more than N60,000,000 (Sixty Million Naira) are exempted.
In the case of a public company, section 332 of the Companies and Allied Matters Act, 2020 provides for the requisite qualification of a person must possess to hold the position of a company secretary as follows:
- A member of the Institute of Chartered Secretaries and Administrators;
- A legal practitioner within the meaning of the Legal Practitioners Act ;
- A member of any professional body of accountants established from time to time by an Act of the National Assembly ;
- Any person who has held the office of the secretary of a public company for at least three years of the five years immediately preceding his appointment in a public company; or
- A body corporate or firm consisting of members each of whom is qualified under paragraph (1), (2), or (3).
The services rendered by a company secretary are quite extensive and form the foundation for the smooth operation of company business. Some of these services include:
- Scheduling and preparation of the notice of company and board meetings
- Circulating and publishing notice of general meetings
- Advising on compliance with provisions of Companies and Allied Matters Act, Company Regulations and other similar regulatory laws for companies
- Ensuring the business of the company is conducted following its objects contained in the company memorandum of association.
- Ensuring the company observes and complies with the articles of the company
- Filing or ensuring the filing of all company statutory returns at the Corporate Affairs Commission
- Keeping and maintaining all statutory registers and records for the company
- To record and prepare minutes of proceedings for all company's meetings
- To prepare and co-sign board and company resolutions.
- To prepare the agenda and other documents for the general meetings after due consultation with the chairman
- To ensure company annual meetings and extraordinary general meetings are held in compliance with the provisions of statutes.
- Other administrative and secretarial duties as directed by the director or the company, which may include drafting & reviewing company agreements and contracts.
Conclusively, a company secretary is an integral part of the operations of a company who is indispensable for the effective administration of the affairs of a company. Section 333 of the Companies and Allied Matters Act vests the power to appoint and remove a company secretary in the directors of the company. A company secretary must be resident in Nigeria, therefore, any person not residing or having his/hr herfice in Nigeria is not entitled to be a company secretary in Nigeria.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.