Why Every Business Needs A Strong Company Secretary
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Tel: (+234) 802 320 0801, (+234) 807 576 5799)
E-Mail: info@qeeva.com
Office Address: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria.
Introduction
A strong company secretary is essential for businesses in Nigeria, especially for foreign investors navigating regulatory frameworks. The company secretary ensures compliance, corporate governance, and strategic decision making support, making them indispensable to a company’s success.
Key Provisions In CAMA 2020 On Company Secretary Appointment:
Private Companies (Foreign or Local) Not Mandatory
Section 330(1) of CAMA 2020 states:
A private company may appoint a secretary and if it chooses to do so, the person so appointed shall be subject to the provisions of this Act.
Public Companies (Foreign or Local) Mandatory
Section 330(2) of CAMA 2020 states:
Every public company shall have a secretary.
If a foreign-owned company is registered as a public company (PLC), it must appoint a Company Secretary.
Section 331 of the Companies and Allied Matters Act (CAMA) 2020
331(1): The directors of a company shall take all reasonable steps to ensure that the person appointed as the secretary has the requisite knowledge and experience to discharge the functions of a company secretary
Implications For Foreign Owned Nigerian Companies
If the foreign entity is registered as a private company (Ltd), there is no legal obligation to appoint a Company Secretary.
If it is a public company (PLC), It must appoint a Company Secretary.
Some regulatory agencies (e.g., NIPC, CAC, FIRS, CBN, or SEC) may still require a foreign-owned company to have a Company Secretary for corporate governance and compliance purposes.
Best Practice For Foreign Companies In Nigeria
✔ Smooth regulatory compliance (CAC, FIRS, NIPC, etc.)
✔ Proper corporate governance (board meetings, AGMs, filings)
✔ Legal and tax compliance with Nigerian investment laws
Analysis Of Section 331 Of CAMA 2020
Responsibility of Directors
Company directors are responsible for ensuring that a Company Secretary (if appointed) has the required knowledge and experience.
This applies to both private and public companies, But is compulsory for public companies (as per Section 330(2) of CAMA 2020).
Qualification Requirements for a Public Company Secretary
A Company Secretary of a public company must meet at least one of the following:
Be a Chartered Secretary (member of the Institute of Chartered Secretaries and Administrators).
Be a Legal Practitioner (qualified under the Legal Practitioners Act).
Be a member of a recognized professional body approved by the CAC.
Have at least 3 years of experience as a Company Secretary in a public company.
Be someone with requisite knowledge and experience, as deemed by the Board of Directors.
Flexibility In Appointment For Private Companies
Private companies do not need to appoint a Company Secretary (per Section 330(1)).
If they choose to, there are no strict qualification requirements, unlike public companies.
Key Takeaways For Foreign -Owned Companies
Public foreign-owned companies (PLCs) must appoint a qualified Company Secretary.
Private foreign-owned companies (Ltd) are not required to appoint a Company Secretary but may do so for compliance and governance.
If appointing a Secretary for a public company, the person must meet one of the qualifications listed in Section 331(2).
Functions Of Company Secretary
The company secretary shall have the duty to:
- Ensure compliance with CAMA 2020 and other relevant laws.
- Keep records of minutes, resolutions, and statutory registers.
- Provide guidance to the board of directors on their responsibilities.
- Communicate with shareholders and regulatory bodies.
- File required returns with the Corporate Affairs Commission (CAC).
- Perform other functions as may be assigned by the company’s articles or the board.
- Resignation Or Removal Of A Company Secretary
- A company secretary may resign by giving written notice to the company.
- The board of directors has the power to remove a company secretary.
- The company must notify the CAC within 14 days of the removal or resignation.
- The vacancy must be filled within 6 months for public companies.
- Liability Of Company Secretary
A company secretary shall be liable for penalties or legal consequences if they fail to:
File statutory returns.
Maintain statutory books.
Perform duties as required by CAMA or company regulations.
The liability does not exempt directors from responsibility for compliance failures.
Company’s Registered Office and Address for Service
- Every company must maintain a registered office address in Nigeria.
- Any legal document served at the registered address is deemed properly delivered.
- The company must notify the CAC of any change of address within 14 days.
Publication of Company’s Name and Other Particulars
- A company must clearly display its name and registration number at its registered office and business locations.
- The company must state its name, RC number, and registered office address on:
Business letters, notices, and official publications.
Bills of exchange, cheques, promissory notes, invoices, and receipts.
- Failure to comply may result in penalties.
Authentication of Documents
- Documents issued by the company must be signed by a director and secretary, where applicable.
- Electronic authentication (such as digital signatures) may be accepted if provided for in the company’s articles.
Register of Directors and Secretaries
- Every company must maintain a register of directors and secretaries at its registered office.
- The register must include names, addresses, nationality, and other details of directors and secretaries.
- The company must notify the CAC within 14 days of any changes
Inspection of the Register of Directors and Secretaries
- The register of directors and secretaries must be available for inspection by shareholders, regulatory bodies, and authorized persons.
- The CAC or a court may request copies of the register for compliance checks.
Power to Close Register of Members
- A company may close its register of members for a period not exceeding 30 days in a year.
- Shareholders must be given reasonable notice before the register is closed.
- The purpose of closing the register must be for specific reasons, such as preparing for an annual general meeting (AGM) or dividend payments.
- Full Scope Of Company Secretarial Services
Company secretarial services ensure that businesses comply with corporate governance laws, regulatory filings, and statutory obligations. Below is a comprehensive list of services typically provided by a Company Secretary:
Company Formation & Registration
Incorporation of Limited Liability Companies (LTD), Public Limited Companies (PLC), NGOs, and Incorporated Trustees.
Registration with the Corporate Affairs Commission (CAC).
Drafting of Memorandum and Articles of Association (MEMART).
Obtaining Business Permits and Expatriate Quotas (for foreign companies).
Corporate Governance & Compliance
Ensuring compliance with the Companies and Allied Matters Act (CAMA) 2020.
Advising on directors’ responsibilities and corporate governance best practices.
Drafting and maintaining the Board Charter.
Ensuring compliance with SEC, FIRS, CAC, NIPC, and other regulators.
Advising on corporate restructuring, mergers, and acquisitions.
Statutory Filings & Regulatory Compliance
Filing of Annual Returns with CAC.
Filing of statutory documents such as:
Notice of Change of Directors or Shareholders.
Notice of Change of Company Name or Registered Office Address.
Increase or reduction of Share Capital.
Allotment of new shares.
Special Resolutions and Board Resolutions.
Obtaining and renewing Business Permits, Tax Clearance Certificates, and Licenses.
Board & Shareholders’ Meetings
Convening and attending Board Meetings, AGMs, and EGMs.
Preparing and distributing meeting notices, agenda, and board packs.
Taking and maintaining minutes of meetings.
Ensuring compliance with quorum requirements and voting procedures.
Managing proxy voting and shareholder communication.
Maintenance of Statutory Registers & Records
Register of Members (Shareholders).
Register of Directors & Secretaries.
Register of Charges & Debentures.
Register of Significant Controllers (Beneficial Owners).
Register of Share Transfers & Allotments.
Share Capital & Ownership Structuring
Advising on shareholding structure and equity distribution.
Assisting in issuance, transfer, and forfeiture of shares.
Managing dividends and shareholder payouts.
Preparing And Filing Shareholders Agreements.
Legal & Compliance Advisory
Advising on corporate governance laws, ethics, and best practices.
Handling corporate disputes and resolutions.
Assisting with regulatory audits and investigations.
Managing relationships with government agencies and stakeholders.
Corporate Reorganization & Restructuring
Re-registration of companies (e.g., from private to public).
Mergers, acquisitions, and joint ventures.
Dissolution, winding up, and liquidation of companies.
Advising on corporate spin-offs, rebranding, and strategic alliances.
Special Secretarial Services for Foreign-Owned Companies
Compliance with Nigerian Investment Promotion Commission (NIPC) rules.
Application for Expatriate Quota and Business Permits.
Liaising with Central Bank of Nigeria (CBN), FIRS, SEC, and Immigration.
Ensuring compliance with Foreign Exchange (FOREX) and tax regulations.
Other Secretarial & Business Support Services
Drafting and reviewing contracts, agreements, and MoUs.
Preparing and filing of Notices of Meetings, Resolutions, and Legal Documents.
Assisting with intellectual property registration (trademarks, patents, copyrights).
Handling regulatory liaison with government agencies.
Advising on risk management and corporate sustainability policies.
Why Company Secretarial Services Is Important?
✔ Ensures compliance with Nigerian corporate laws.
✔ Reduces penalties for late or incorrect filings.
✔ Helps maintain proper corporate records.
✔ Enhances corporate governance and transparency.
✔ Protects directors and shareholders from liability
How Company Secretarial Services Improve Corporate Governance
Strengthening Board Effectiveness
Our company secretarial services ensure that the board functions efficiently by providing expert guidance on corporate governance.
331(2): In the case of a public company, the secretary shall be a person who
(a) is a member of the Institute of Chartered Secretaries and Administrators; or
(b) is a legal practitioner within the meaning of the Legal Practitioners Act; or
(c) is a member of any professional body recognised by the Corporate Affairs Commission; or
(d) has held the office of company secretary of a public company for at least three years; or
(e) is a person who appears to the directors to have the requisite knowledge and experience to discharge the functions of a secretary.
The Strategic Role Of A Company Secretary In Business Growth
Facilitating Regulatory Liaison
Businesses must engage with various regulatory bodies such as the Corporate Affairs Commission (CAC), Federal Inland Revenue Service (FIRS), and Securities and Exchange Commission (SEC). Our company secretary acts as a liaison, ensuring smooth communication and compliance with regulatory authorities, preventing unnecessary delays and penalties.
Ensuring Compliance with Tax and Employment Laws
Navigating Nigeria’s tax system and employment laws can be complex. We ensure compliance with relevant laws such as the Companies Income Tax Act (CITA) and Labour Act, avoiding tax penalties and employment disputes that could harm business operations.
Why Foreign Businesses In Nigeria Need Professional Secretarial Services
Facilitating Smooth Repatriation of Profits
Repatriating profits from Nigeria requires strict compliance with the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act. Our company secretary assists in ensuring regulatory approval, minimizing legal hurdles for foreign investors.
Providing Corporate Governance Training
Strong corporate governance is essential for business credibility. We offer training sessions for board members, ensuring compliance with Nigeria’s Corporate Governance Code and improving decision-making processes
WHY CHOOSE US FOR YOUR COMPANY SECRETARIAL NEEDS
We understand that compliance and corporate governance are critical for business success, especially for foreign investors navigating Nigeria’s regulatory landscape. Our company secretarial services are designed to provide comprehensive support, ensuring your business operates smoothly and remains fully compliant with Nigerian laws.
Tailored Solutions for Foreign Businesses
We specialize in helping foreign investors establish and operate businesses in Nigeria. Our services include:
Assisting with business incorporation and structuring
Ensuring compliance with expatriate quota regulations
Facilitating foreign investment approvals and repatriation of funds
Managing cross-border regulatory compliance
Risk Management and Legal Protection
Our proactive approach to corporate governance helps prevent legal disputes and regulatory fines. We ensure that all statutory records are properly maintained reducing risks.
Seamless Business Operations
By handling all regulatory and governance requirements, We allow you to focus on growing your business. With our expert company secretarial services, you can confidently navigate Nigeria’s business environment without worrying about legal complications
Our Engagement Process
We believe in a structured and transparent approach to delivering company secretarial services. Our engagement process ensures that your business receives customized support while maintaining full compliance with Nigerian corporate regulations.
Initial Consultation and Business Assessment
We start with a detailed consultation to understand your business needs, structure, and compliance status. Incorporating a new company or improving governance for an existing one, We assess the legal requirements and recommend the best solutions.
Documentation and Legal Structuring
We have identified your business needs, we handle all necessary documentation, including:
Company incorporation or restructuring documents
Preparation of board resolutions and governance policies
Regulatory filings with the Corporate Affairs Commission (CAC) and other authorities
Ongoing Corporate Governance and Compliance Support
We provide continuous secretarial support, ensuring your business remains compliant at all times. Our services include:
Timely filing of statutory returns and annual reports
Board and shareholder meeting coordination
Regulatory updates and compliance advisory
Corporate governance training for directors and executives
Monitoring and Updates
Nigerian corporate laws and regulations are subject to changes. We monitor legal updates and proactively advise you on necessary adjustments to keep your business compliant and ahead of regulatory requirements.
Conclusion
For any foreign business operating in Nigeria, having a strong company secretary is not just an advantage it is a necessity. We help you navigate Nigerian regulations, avoid legal pitfalls, and build a strong foundation for long term growth.
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Get in touch with us now, to schedule a consultation and learn how our expert company secretarial services can support your business in Nigeria.
Tel: (+234) 802 320 0801, (+234) 807 576 5799)
E-Mail: info@qeeva.com
Office Address: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria.
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