Essentially a company is a legal entity, completely distinct from its members. Upon incorporation, the company takes the form of a legal person, and thus needs to be properly administered by its members.

One of the very sensitive arms of administration of a company is the company’s secretarial department.

The Companies and Allied Matters Act (‘Act’) provides ‘that every company shall have a company secretary’ (Section 330)1.

Our Role as Company Secretary

Our company secretarial duties include but are not limited to:

• Maintaining the following statutory registers;
• The register of members;
• The register of directors and secretaries;
• The register of directors’ interests;
• The register of charges,
• For public companies only, the register of interests in shares.
• Ensuring that statutory forms are promptly filed
• Providing notice of meetings to Board members and auditors,
• Sending the Registrar copies of resolutions and agreements,
• Supplying a copy of the accounts to every member of the company,
• Keeping, or arranging for the keeping, of minutes of directors, meetings and general meetings,
• Ensuring that people entitled to do so can inspect company records,
• Custody and use of the company seal
• And other administrative responsibilities, which may include:
• Tax compliance;
• All statutory compliance;
• Insurance and pensions;