Toyin Omoniyi We all know the importance of registering a company. So once you have decided that you want to form a company, you have to decide what type of company you want. The commonest types of companies are private and public companies...
Once a company is registered, it is regarded as an artificial being and it can do things that a human being can do. Clearly, it is not the company that physically moves about to do these things but the human beings that run the company. Some of the people that run a company are directors and secretary. The law makes it compulsory for every company, be it private or public, to have a company secretary.
A company secretary is different from an office secretary. A company secretary is a senior officer of the company who makes sure that the company obeys the provisions of the law. He/She also educates the directors and the entire company on their legal responsibilities.
When appointing a company secretary, it is first important to determine if the company is a private company or a public company. This is because the qualifications for a person to be a company secretary in a private company are different from that of a public company.
The qualifications for the company secretary of a private company are not as strict as that of a public company. The secretary is not expected to have any professional qualifications or any previous experience but just has to be reasonably educated, knowledgeable, have good ethics and integrity.
The qualifications for public companies are quite different. A person who is to be appointed as a company secretary for a public company must be one or more of the following:
· He must be a member of the Institute of Chartered Secretaries and Administrators.
· He must be a legal practitioner within the meaning of the Legal Practitioners Act. This means that he must be a lawyer as defined by law.
· He must be a member of the Institute of Chartered Accountants of Nigeria.
· He must be any person who has being a secretary in a public company for at least three years before applying for the position of a company secretary in a public company.
· Any company that has members who have any of the qualifications listed above can be appointed as the company secretary of a public company.
A company secretary is automatically appointed once his name is entered in the registration forms and filed at the Corporate Affairs Commission.
The company secretary acts on behalf of the company and has the authority to sign documents on behalf of the company, so if he acts carelessly, his actions will affect the company. This is why it is advisable to choose the right person as the company secretary.
The position of a company secretary is quite complex and sensitive because he/she is expected to:
· Make sure that the directors perform their duties adequately and that the company abides by the law.
· Act as a middleman between the board of directors and the shareholders.
· Notify the company of any changes in the law within the specified time.
· Relate with shareholders and stakeholders of the company.
· Be aware of the rules and laws guiding companies in general and that company in particular.
· Attend meetings of the company and take minutes of meetings.
· Keep the registers and records of the company.
· Give notices and make announcements where necessary.
· Communicate with outsiders, such as auditors.
The company secretary is responsible for the smooth running of the company and he should act as a support to the chairman and other directors. He is an independent officer of the company and should act in the best interest of the company.
His loyalty should be to the company and he should perform his duties without fear or loyalty to any other person. In return, the company should provide the company secretary with all the support he needs to adequately perform his roles and duties.
http://toyinomoniyi.blogspot.com.ng/2015/11/why-do-i-need-company-secretary.html
Join our happy subscribers
