Company secretarial services in Nigeria involve the efficient administration of a company particularly with regards to ensuring compliance with the relevant statutory and regulatory requirements and ensuring decisions of the board of directors are implemented.
Under the Nigerian law, specifically, the Companies and Allied Matters Act 2020, only public companies are mandated to appoint secretary. Over the time, the company regulators, which is the Corporate Affairs Commission have also mandated foreign-owned companies or subsidiaries to appoint a company secretary in the course of incorporation.
A company secretary is an official of the company who exercises extensive powers and duties.
Qualifications of a company secretary
The company secretary appointed must be a suitable person who has requisite knowledge on regulatory issues affecting the company or the experience to discharge the functions of a company secretary.
A company secretary for a public company shall be either of the following:
- A member of the Institute of chartered secretaries and administrators
- A legal practitioner
- A member of the Institute of chartered accountants of Nigeria
- A body corporate or firm consisting of members who are qualified or
- Anybody who has held the office of a secretary of a public company for at least three (3) to five years.
Meanwhile, any person can be appointed as a secretary of a private company, provided such a person has a requisite experience to perform such duties.
Duties of a Company Secretary
Duties of a company secretary as provided by law include but not limited to the following;
- Attending 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 regulatory or statutory compliance by the meetings with the applicable rules and regulations.
- The company secretary has the duty to ensure that the company and its directors operate within the law, and ensure to register and communicate with shareholders and ensure dividends are paid.
- Maintaining the mandatory registers of the company and all other statutory books required to be maintained by law.
- The company secretary has the duty of rendering proper financial returns and giving notification to the Corporate Affairs Commission (CAC) as required by law.
- The secretary also carries out the administrative and other secretarial functions as directed by the director, or members of the Company, which include the followings:
- Drafting and distributing minutes and other documentation relating to meetings.
- Filing statutory documents like annual returns, resolutions, changes in the composition of the board or the shareholding structure, or charges against the company’s assets
- Filing the required annual returns with the Corporate Affairs Commission(CAC)so as to remain in compliance with the provisions of the Company and Allied Matters Act
- Executing post-incorporation services like filing changes in incorporation records with the CAC, handling changes in the company name or Memorandum and article of association, etc.
- Drafting & Reviewing all employment contracts for the employee of the company
- Drafting and/or reviewing of commercial or general legal agreements or contracts.
- Responding to all company’s legal questions and legal enquiries.
In conclusion, company secretaries in all sectors have high level responsibilities which includes governance structures and mechanisms, compliance with legal and regulatory requirements, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits such as pensions and employee share schemes, insurance administration and organisation, the negotiation of contracts, risk management, property administration and organisation.
The office of a company secretary is an important position in the company, currently, it is only mandatory for public companies and foreign-owned companies. The functions and services rendered by a company secretary are ministerial and administrative.
