The Role of a Company Secretary
CORPORATE SECRETARYSHIP
CHAPTER ONE
THE ROLE OF THE COMPANY SECRETARY
1.1 Requirement to appoint a company secretary It is already understood that a company is the creation of law, having rights, duties and obligations just as that of human being. The so-called legal entity may therefore sue and be sued: Salomon’s case.
But because of the abstract nature of a company as a ‘person’ it becomes necessary that human agents (directors) be put in place to see to the effective running of the corporation. However, the directors are not required to be lawyers nor know anything about company law. In the same regard, the promoters (possibly also the owners) of the company need not be lawyers or know anything abut company law.
But a company being an artificial person, created by operation of law, must subsist as a person on law – it must continue to obey the provisions of the law since it derives its existence as a person from it.
Therefore it becomes necessary that the company be run effectively in a manner that conforms to the statutes and other regulations and best practices hence the need for a Company Secretary.
The position of a company secretary is created by the law creation of law in section 293 -298 of the Companies and Allied Matters, Act, 2004 which provides for the appointment and functions of the Company Secretary, with special reference to public companies.
1.2 The nature of the roles, functions and duties of a company Secretary The company secretary is an officer of the company that plays a major role in the governance and administration of the company’s affairs with particular responsibilities in three major areas: company, the board and the shareholders.
1.2.1 Responsibilities to the Company: His/her responsibilities to the company will vary from simple to complex. As the company secretary he ensures that the company complies with the appropriate regulations and with the
CHAPTER ONE
THE ROLE OF THE COMPANY SECRETARY
1.1 Requirement to appoint a company secretary It is already understood that a company is the creation of law, having rights, duties and obligations just as that of human being. The so-called legal entity may therefore sue and be sued: Salomon’s case.
But because of the abstract nature of a company as a ‘person’ it becomes necessary that human agents (directors) be put in place to see to the effective running of the corporation. However, the directors are not required to be lawyers nor know anything about company law. In the same regard, the promoters (possibly also the owners) of the company need not be lawyers or know anything abut company law.
But a company being an artificial person, created by operation of law, must subsist as a person on law – it must continue to obey the provisions of the law since it derives its existence as a person from it.
Therefore it becomes necessary that the company be run effectively in a manner that conforms to the statutes and other regulations and best practices hence the need for a Company Secretary.
The position of a company secretary is created by the law creation of law in section 293 -298 of the Companies and Allied Matters, Act, 2004 which provides for the appointment and functions of the Company Secretary, with special reference to public companies.
1.2 The nature of the roles, functions and duties of a company Secretary The company secretary is an officer of the company that plays a major role in the governance and administration of the company’s affairs with particular responsibilities in three major areas: company, the board and the shareholders.
1.2.1 Responsibilities to the Company: His/her responsibilities to the company will vary from simple to complex. As the company secretary he ensures that the company complies with the appropriate regulations and with the