The role of a Company Secretary has undergone significant changes with the introduction of the Companies and Allied Matters Act (CAMA) 2020 in Nigeria enforced by the Corporate Affairs Commission (CAC).
The Role of a Company Secretary in Nigerian Businesses: Legal Duties, Functions, and Compliance
This blog explores the key functions of a Company Secretary, emphasizing their role under CAMA 2020.
Whether you're a business owner, aspiring Company Secretary, or simply interested in corporate governance, this article will provide valuable insights into this crucial corporate role.
Who is a Company Secretary?
A Company Secretary is a senior officer in a company responsible for overseeing the company’s compliance with legal, regulatory, and statutory requirements. Their role often extends beyond mere administrative functions, involving governance and advisory duties, and acting as a bridge between the board of directors and the shareholders.
Traditionally, company secretaries were primarily seen as administrative assistants. However, with the increasing complexity of corporate governance and regulatory requirements, their role has evolved into a strategic one. Company secretaries now act as the conscience of the corporation, ensuring that it operates within the bounds of the law and ethical standards.
Under CAMA 2020, every public company in Nigeria must appoint a Company Secretary, whereas, for private companies, the appointment of a Company Secretary is optional.
The Modern Company Secretary: Master of Governance and Corporate Compliance
Gone are the days when Company Secretaries were simply glorified note-takers. Today, they are central figures in corporate governance, managing compliance, advising the board, and serving as the primary liaison between the company and its stakeholders.
A Company Secretary wears many hats, including:
- Compliance Expert: As a specialist in CAMA 2020 and industry-specific regulations, the Company Secretary ensures legal and regulatory compliance, whether engaging with the Corporate Affairs Commission (CAC) or specialized industry regulators such as the Central Bank of Nigeria (CBN) or the National Insurance Commission (NAICOM).
- Board Advisor: Acting as the trusted counsel to the board of directors, they guide on governance matters, ensuring that decision-making aligns with best practices.
- Shareholder Liaison: Company Secretaries manage communication between the company and its shareholders, handling key processes like share issuance, dividend payments, and shareholder queries.
- Corporate Conscience: Ensuring adherence to laws and regulations, helps steer the company on the path of ethical governance, safeguarding its reputation.
- Meeting Organizer: Whether it's a board meeting or an Annual General Meeting (AGM), Company Secretaries ensure that these are conducted smoothly, and compliant with CAMA and the company’s articles of association.
Appointment of Company Secretary
Under CAMA 2020, the requirement for having a Company Secretary has changed:
- Small Companies: No longer required to appoint a Company Secretary.
- Private Companies: May choose to appoint a Company Secretary.
- Public Companies: Must appoint a Company Secretary.
This change aims to reduce operational costs for smaller businesses while maintaining high standards of corporate governance for larger entities.
Qualifications of a Company Secretary
CAMA 2020 has raised the bar for Company Secretary qualifications:
- Must be a member of the Institute of Chartered Secretaries and Administrators of Nigeria.
- Legal practitioners or accountants with at least three years of post-qualification experience.
- A body corporate or firm consisting of qualified members.
These stringent qualifications ensure that Company Secretaries are well-equipped to handle their responsibilities.
Core Responsibilities of Secretary to the Company
The Company Secretary's responsibilities span various aspects of corporate operations:
- Ensuring compliance with CAMA 2020 and other relevant industry-specific laws.
- Maintaining statutory registers and company records.
- Filing statutory returns with regulatory authorities like the CAC, FIRS, LIRS, SEC, NSE, etc.
- Engaging auditors for timely audits of the company’s financials.
For companies in regulated industries (e.g., banking, insurance), Secretaries are expected to stay updated on relevant laws such as the Banks and Other Financial Institutions Act (BOFIA) or Insurance Act, and ensure strict adherence to industry codes of corporate governance.
Core Responsibilities of Company Secretary to the Board
The Company Secretary serves as the board’s coordinator, handling:
- Advising the board on statutory compliance and governance best practices.
- Communicating board decisions to management and ensuring timely implementation.
- Managing board and committee meetings, including agenda preparation and minute-taking.
- Providing directors with the necessary information and documentation to discharge their duties effectively.
Core Responsibilities of Company Secretary to Shareholders
Acting as the primary point of contact, the Company Secretary handles all shareholder correspondence, including:
- Managing share registration and liaising with registrars (for listed companies).
- Issuing annual reports and dividend payments.
- Organizing general meetings and ensuring transparency in shareholder dealings.
Why Choose SplashDict's Chartered Secretaries?
At SplashDict, our team of chartered secretaries are trained and licensed by the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), ensuring that you receive the highest level of expertise and professionalism.
By partnering with us, you're not just getting a company secretary; you're gaining a strategic ally dedicated to safeguarding your company's interests and driving its success.
Our chartered secretaries offer a comprehensive range of services, including:
- Deep Understanding of CAMA 2020: We stay up-to-date with the latest regulations and ensure your company remains compliant.
- Proactive Risk Management: We identify potential risks and implement strategies to mitigate them, protecting your company's reputation and financial stability.
- Efficient Statutory Management: Our team handles all statutory obligations, ensuring timely filings and compliance with regulatory requirements.
- Strategic Advisory Services: We provide valuable insights and guidance to your board of directors, helping you make informed decisions and achieve your corporate goals.
- Seamless Stakeholder Relations: We manage communications with shareholders, regulators, and other stakeholders, fostering trust and confidence.
The SplashDict Advantage
- Expert Guidance: Our chartered secretaries possess the knowledge and experience to navigate the complexities of corporate governance in Nigeria.
- Personalized Service: We tailor our services to meet your specific needs and objectives.
- Cost-Effective Solutions: We offer competitive pricing and flexible service options.
- Confidentiality and Integrity: Your information is treated with the utmost confidentiality and integrity.
Partner with SplashDict Today
By choosing SplashDict's corporate secretarial services, you're investing in the long-term success of your business. Our team of dedicated professionals will provide the expertise and support you need to thrive in today's competitive market.
Contact us today to learn more about how we can help your company.
Conclusion
In the dynamic world of Nigerian business, having a skilled Company Secretary is no longer a luxury – it's a necessity. They're the unsung heroes ensuring your company not only complies with CAMA 2020 but thrives under it.
Don't leave your corporate governance to chance. Invest in expert Corporate Secretarial Services and watch your company navigate the complexities of CAMA 2020 with confidence and grace. After all, in the corporate world, it's not just about playing the game – it's about playing it right.
CAC Company Incorporation Service
SplashDict is dedicated to helping businesses register and legalize their companies in Nigeria. Our service is designed to make the company incorporation process seamless and stress-free while ensuring that all legal requirements are met.
Our digital process allows you to complete your registration from anywhere, anytime. With a team of CAC-accredited Chartered Secretaries, we guarantee accuracy, efficiency, and transparency throughout the process.
