A director is a member of the board of director or an agent of the company who is charged with the responsibility of directing and managing the business of the company. According to section 244, the directors are appointed by the company.
Subject to section 293 of the Companies and Allied Matters Act(LFN 2004), a private company may appoint any competent person as its Secretary. The CAMA does not exclude the director of the same company as an eligible person for such position. Section 294 provides;
“A provision requiring or authorizing a thing to be done by or of a director and the secretary shall not be satisfied by its being done by or of the same person acting both as director and as, or in place of the secretary.”
Consequently, a private company may appoint one of its directors as a company secretary since every person eligible for a position of the director of a private company under CAMA are also eligible or qualified to be the company secretary.
However, it is important to take note that although foreigners are qualified to be appointed as directors of any company in Nigeria, a foreigner cannot be a secretary of any company in Nigeria. Therefore, any director of a company not resident in Nigeria is not eligible to be a company secretary under Nigerian law.
BY RESOLUTION LAW FIRM