23 Aug Does my Company need a Company Secretary?
All companies incorporated under the Nigerian Companies and Allied Matters Act 2004 (‘CAMA’) require a Company Secretary. Section 293 (1) of CAMA provides for and makes it compulsory for every company to have a company secretary and this must be from incorporation. This requirement applies to both private and publicly quoted companies. A company secretary can be either an individual or a corporate body.
We set out below some of the core duties of a company secretary:
Filing Annual Returns
The company secretary is responsible for completing and filing the company’s annual returns together with other statutory returns including annual accounts, directors’ report and auditors’ report where applicable.
Maintaining The Statutory Books
Responsibility for maintenance of the company’s statutory books and records falls to the company secretary. Failure to keep the registers up to date may expose the company to penalties as prescribed by the CAC.
Arranging Directors & Shareholder Meetings
The company secretary is responsible for the arrangement of meetings (i.e. Annual General Meeting (AGM), Board and Committee) including drafting the agenda, circulating supporting papers and notices and producing the minutes of all meetings.
Informing the Corporate Affairs Commission (‘CAC’) When Company Details Change
CAC must be informed of any significant changes to the company’s share capital or administration including allotments, appointments and resignations and changes to directors’ addresses and other details.
Compliance With Legal Matters
The Company Secretary must have a good working knowledge of the company’s articles of association which contains the regulations governing the internal management of the company. The Company Secretary has a responsibility to ensure that the company is compliant with CAMA and other legal matters.
Executing Legal Documents
The company secretary may also be asked to act as a signatory to legal documents on behalf of the company’s directors.
In addition to the core duties detailed above, it is also common for company secretaries particularly in smaller companies with local/foreign shareholders, to take on additional administrative tasks. This may include PAYE and payroll, VAT issues, insurance, pensions and dealing with advisers such as accountants.
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