Importance of a Company Secretary

The Role of a Company Secretary and Why Every Company Needs One?

The recent publication of the Corporate Affairs Commission (CAC) notifying members of the general public of its intention to strike off the names of over 90,000 companies from its Register, brings to bear the overriding and crucial importance of engaging the services of a Company Secretary. The reason for this regulatory action is the failure of these Companies to comply with the provisions of the Companies and Allied Matters Act 2020. This is precisely the cardinal role that a Company Secretary seeks to play in any given organization i.e. ensuring compliance with the provisions of laws relevant to the business of the Company.

?

Once the name of a Company is struck off, it becomes unlawful for it to carry on business. In other words, the business of the Company comes to a halt, employees may lose their jobs and potential investors, customers, clients, and contractors (both foreign and local) will be dis-incentivized from forging any form of business relations with the Company in future because of the risk involved.

?

Bank Accounts will be frozen, and no financial transactions will be allowed on accounts of Companies and businesses that have been struck off the Register of Companies.

?

A Company Secretary has rightly been described as “a guardian of the Company’s reputation, ensuring that it operates with the highest standard of ethics and professionalism” “a change agent, helping to drive organizational change and transformation”, “the glue that holds the company together, ensuring effective communication and coordination”, “a steward of corporate culture, helping to create a culture of excellence and accountability”, “a champion of corporate citizenship, ensuring that the company operates with integrity and social responsibility”, “a trusted advisor to the board, providing expert guidance on corporate governance matters”, “a mediator, helping to resolve conflicts and build consensus”, ?“a vital member of the senior management team, helping to shape company’s strategy and direction”, and “a key player in the company’s success helping to manage risk and seize opportunities”.

?

Although, the definition of a company secretary may be compared with that of a regular secretary, both roles have two distinctive and clear-cut job descriptions. A regular secretary basically has responsibilities revolving around general clerical and secretarial duties while a company secretary holds bigger reins; being saddled with the responsibility of ensuring the effective and smooth administration of a company. A Company secretary can be appointed by the Board of Directors of a Company.

Duties of a Company Secretary?

A Company Secretary has the following duties:

·?????Attending the meetings of the Company, the Board of Directors, and its

committees, rendering all necessary secretarial services in respect of the

meeting and advising on compliance with the applicable rules and

regulations;

·?????Preparing Minutes of Meetings ensuring the right information is captured

therein.

·?????Compliance with internal regulations and legislation including the

Memorandum and Articles of Association, Companies and Allied Matters Act

2020 and other legislations relevant to the business of the Company.

·?????Maintaining the records of the Company including the statutory books,

statutory Registers etc.;

·?????Filing Company accounts and annual returns;

·?????Facilitating shareholder communications by issuing circulars, dividends,

documentation concerning shares generally, notices of meetings;

·?????Maintaining effective communication links between the chairman, directors

and non-executive directors, shareholders and board, employees and board;

·?????Handling board correspondence, execution of board documents and financial

accounts, controlling access to documents by third parties.

·?????Ensuring the safe keeping of documents and important items including the

Company seal, Share Certificates, Certificate of Incorporation, Certificate of

change of name, Memorandum and Articles of Association etc.

?

In choosing a Company Secretary, the Directors of a Company must take every reasonable step in ensuring that the Company Secretary is a person who has the requisite knowledge and experience to effectively carry out the functions of a Company Secretary.

?

Why Every Company Needs a Company Secretary?

In addition to the benefits stated above, the role of the company secretary has over the years evolved to include legislative sensitization, which necessitates keeping the Board informed of new legislations and how it applies to the Company. Also, with the increased focus on corporate governance, the company secretary must ensure that the Company complies with Codes of Corporate Governance, legislative requirements, and best practices as this remains one of the standing pillars of running a sustainable business in Nigeria today.

Based on the foregoing,?particularly in light of regulatory filings required by the Corporate Affairs Commission, and its powers to regulate some affairs of companies, it has now become quite pertinent for every company to consider having a company secretary given the multiple advantages inherent therein and for ease of doing business.

As professionals, Company Secretaries have a wholesome understanding of the local and global regulatory and economic trends and have the professional know-how to incorporate those trends for the benefit of the Company.

-------

We have a registered company that provides Company Secretarial and Nominee?services,?Maison Nominees Limited, and we are available for consultations.?

For more details kindly follow the link to visit the website.

We are available for further advice and support for your Company and business in respect of the above.

-------

For further information, kindly contact us with the details below:?

[email protected]?

[email protected]

-------

Disclaimer:?The content of this article is intended to provide a general guide on the subject matter. Specialist advice should be sought with a Lawyer about your specific circumstances.

?