London Corporate Training

Do you Need and Company Secretary?

Whether or not you need to have a company secretary depends on your jurisdiction and its legislation.

UK Company Law Says …

Private Companies
Until 6 April 2008 all UK companies, public or private, needed to have a company secretary. The
paradox is that then, as now, there was no job description for the company secretary in companies
legislation. As a result, many small private companies filled the post by giving it to one of the directors.
A company with only one director could not double up the role, so a spouse or employee was often
press-ganged into service.
The implementation of the Companies Act 2006 means that private companies can now choose
whether to have a company secretary or not. They are under no statutory requirement to fill the role.
(They may, though, have to change their articles before dispensing with the job: the Act does not
overrule the articles on the point.)
Very small private companies where there is no real need for the role are the most obvious
beneficiaries of the new rule. But it’s been good news for others, too.
In many private companies there remains an administrative job to be done, whether a company
secretary is formally appointed to do it or not. There are still returns to be filed with Companies House,
registers to be kept up to date, paperwork to be processed. The difference is that there is now no
requirement for the person doing the job to be registered at Companies House as secretary, or to file
new particulars when the secretary changes. In large corporate groups, with a hundred or more
subsidiaries, that is a worthwhile benefit.
Where there is no company secretary, and no deputy or assistant, the UK Companies Act says that
anything required to be done by the secretary can instead be done by someone authorised by the
board. Similarly, anything to be done to the secretary, such as the service of a notice, can be done to
anyone authorised by the directors for that purpose.

Public Companies
English law requires public companies to have a Company Secretary. Where a secretary is appointed
they can be a natural person or a corporate body.
A public company, by contrast, must have a secretary. Not only that, the person doing the job must
have some qualification for the post. The Companies Act says:

 the directors of a public company have a duty to take all reasonable steps to ensure that the
secretary of the company is a person who ‘appears to them to have the requisite knowledge
and experience to discharge the functions of secretary of the company’;
the secretary must also:

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Do you Need and Company Secretary?
 have been secretary of a public company for at least three of the five years preceding the
appointment;
 be a member of the Institute of Chartered Accountants in England and Wales (or the Scottish or
Irish equivalent), or of the Association of Chartered Certified Accountants, the Chartered
Institute of Management Accountants or the Chartered Institute of Public Finance and
Accountancy;

 be a member of the Institute of Chartered Secretaries and Administrators;

 be a barrister, advocate or solicitor called or admitted in the UK; or

 be a person who, by virtue of holding or having held any other position or being a member of
any other body, appears to the directors to be capable of discharging the functions of secretary
of the company.

The UK Corporate Governance Code – 2012

An extract of points where the Company Secretary is mentioned

Main Principle
The board should be supplied in a timely manner with information in a form and of a quality
appropriate to enable it to discharge its duties.

Supporting Principles
The chairman is responsible for ensuring that the directors receive accurate, timely and clear
information. Management has an obligation to provide such information but directors should seek
clarification or amplification where necessary.
Under the direction of the chairman, the company secretary’s responsibilities include ensuring good
information flows within the board and its committees and between senior management and non-
executive directors, as well as facilitating induction and assisting with professional development as
required.
The company secretary should be responsible for advising the board through the chairman on all
governance matters.
All directors should have access to the advice and services of the company secretary, who is
responsible to the board for ensuring that board procedures are complied with. Both the appointment
and removal of the company secretary should be a matter for the board as a whole.

Nigeria CAMA (Companies and Allied Matters Act 2004 (CAMA))

The position of Company Secretary evolved with company practice and is now established by law. The
appointment of a Company Secretary became mandatory for the first time in Nigeria, through the
instrumentality of Section 169 of the Companies Act of 1968. However, company practice in Nigeria

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Do you Need and Company Secretary?
today is regulated by the Companies and Allied Matters Act 2004 (CAMA). This Act expressly provides in
Section 293(1) that “every company shall have a secretary”. The Secretary is a high-ranking officer of
the company and is part of the management.
CAMA also provides for the duties of a Company Secretary as well as the requisite qualifications for
appointment.

Qualifications
Section 295 of CAMA makes it the duty of the directors to take all reasonable steps to ensure that the
Secretary is a person who possesses requisite knowledge and experience to discharge the functions of a
Secretary of a company. This means that there are no specified qualifications required of a Secretary
of a private company. The judgment of the directors determines the appointment of a Secretary.
In view of the need to safeguard the interest of the investing public, section 295 of CAMA provides that
the Secretary of a public company must have one of the specified qualifications. Under the aforesaid
section, the Secretary of a public company must be any of the following:
a) A member of the Institute of Chartered Secretaries and Administrators; or
b) A Legal Practitioner within the meaning of the Legal Practitioners Act 1975; or
c) A member of the Institute of Chartered Accountants of Nigeria or of such other bodies of Chartered
Accountants as are approved from time to time by an Act or Decree; or
d) Any person who has held the office of a Secretary of a public company for at least three years of the
five years immediately preceding his appointment; or
e) A body corporate or firm consisting qualified persons under paragraphs (a), (b), (c) or (d).

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