COMPANY SECRETARY IN NIGERIA

COMPANY SECRETARY IN NIGERIA

A Company Secretary is one who is saddled with the responsibility of the ensuring efficient administration of a company, particularly with regard to appropriate compliance with statutory and regulatory requirements and enforcing the decisions of the board of directors.

WHO CAN BE A COMPANY SECRETARY?

The position of a company secretary cannot be overemphasized in all administrative spheres. Every company except a small company shall have a secretary [1].

 A company secretary is an officer of a company usually appointed by the company; to perform certain administrative and legal duties, with the requisite knowledge and experience to discharge these duties. A company secretary is one who understands regulatory issues involved in the running of companies.[2]

In the case of Migliore V Metal Construction (West Africa) Ltd, the status of the company secretary had various interpretations. The Federal High Court regarded a company secretary as: “limited and of somewhat humble character……mere…..servant to do what is told”. “He is no more than an administrative officer of the company”. The Court of Appeal held that, the company secretary is a “principal officer of the company”[3]

The decision of the Court of appeal in this case supports the importance of a company secretary which was recognized as early as 1971 when Lord Denning established that the role of a company secretary has evolved from being 'a mere servant' of the company to an officer of the company exercising extensive powers and duties to the  management, board of directors, shareholders and the company[4]

 No special qualifications/requirements are needed for the Board to arrive at its decision on whom to appoint as a secretary in the case of a private company, but for a public company, in addition to the requisite knowledge, skill and experience, a secretary shall be:

·         A member of the Institute of Chartered Secretaries and Administrators; or

·         A legal practitioner within the meaning of the Legal Practitioners Act; or

·         A member of any professional body of accountants established from time to time by an Act of the National Assembly; or

·         Any person who has held the office of the secretary of a public company for at least three (3) years of the five (5) years immediately preceding his appointment in a public company; or

·         A body corporate or firm consisting of members each of whom has the qualifications in the first three paragraphs above. [5]

THE FUNCTION OF A COMPANY SECRETARY

A company secretary's duties are regulated by statutes, regulations and the Articles of Association of the company. The duties of a company secretary includes the following:

·          Attendance at meetings of the company, board of directors meetings and board committee meetings. Rendering all necessary secretarial services in respect of such meetings and advising on compliance and regulatory issues;

·         Maintaining statutory registers and other records of the company;

·          Rendering proper and timely returns as required under CAMA;

·         Carrying out such administrative and other secretarial duties as directed by the directors or the company[6].

The role of the company secretary has thus moved away from that of being a mere servant to being a necessary official for ensuring the corporate success of a company.[7]

STATUTORY BOOKS THAT ARE TO BE FILED BY COMPANY SECRETARY

 For purpose of disclosure and transparency, the Companies and Allied Matters Act under the supervision of Corporate Affairs Commission requires every incorporated company in Nigeria to maintain the following statutory books for ease of administration:

a. Register of Members

c. Register of Charges

d. Register of Debenture holder

e. Minute books

f. Register of Director's Shareholdings

g. Register of Directors and Secretaries

h. Accounting records.

There are some other books which are maintained by big companies:

(a) Application and Allotment Book,

(b) Register of Transfers,

(c) Seal Book,

(d) Directors’ Attendance Book,

(e) Call Book,

(f) Agenda Book,

(g) Share Certificate Book,

(h) Dividend Book,

(i) Register of Share Warrants,

(j) Log Book, etc. Such Books are also known as Optional Books.

These Statutory Books are open for  inspection  by any member of the company as well as by the Registrar of Companies. The Company Secretary has to facilitate the inspection as and when required.[8]

In conclusion, a company secretary is an integral part of a company who is indispensable for the effective operation of the affairs of the company. In many countries, private companies have traditionally been required by law to appoint only one person as a company secretary, and this person will also usually be a senior board member

WRITTEN BY CHAMAN LAW FIRM TEAM

EMAIL: info@chamanlawfirm.com/ chamanlawfirm@gmail.com

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