How to Appoint or Remove a Company Secretary in Nigeria

In Nigeria, the Companies and Allied Matters Act, 2020 which is popularly known as CAMA, makes a mandatory requirement for all companies to appoint a Secretary, with the exception of small companies. Thus, every company in Nigeria - both private and public, excluding small companies - can and should appoint a company secretary for their operations.
 

A company secretary plays a crucial role in ensuring that a company complies with legal and regulatory requirements, maintains corporate governance standards, and facilitates effective communication between the company's management, board of directors, and shareholders. 

 

Here's an interactive and comprehensive guide on how to appoint or remove a company secretary under CAMA in Nigeria:

Who is a Company Secretary?

A Company Secretary is

Understanding the Role of a Company Secretary

Before delving into the appointment or removal process, it's essential to understand the responsibilities of a company secretary. These typically include:

• Ensuring compliance with statutory and regulatory requirements.
• Maintaining company records and registers.
• Organizing board meetings and general meetings.
• Advising the board on corporate governance matters.
• Facilitating communication between the company and its stakeholders.

 

Appointment of a Company Secretary

According to CAMA, every company in Nigeria must appoint a company secretary within a specific period after incorporation. The appointment can be made by the board of directors.
   - The person appointed as the company secretary should possess the necessary qualifications and expertise to fulfill the responsibilities of the role.
   - The appointment must be recorded in the minutes of the board meeting, along with any relevant details such as the individual's name, qualifications, and effective date of appointment.
   - It's advisable to draft a formal appointment letter outlining the terms and conditions of the appointment, including remuneration, duties, and responsibilities.

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Removal of a Company Secretary

Just as the Companies and Allied Matters Act, 2020 (CAMA) makes a mandatory requirement for all companies to appoint a Secretary, it also makes provisions for the removal of a company Secretary. As such, the removal of a company secretary can occur through various means, such as resignation, termination, or removal by the board of directors.
   - If the company secretary resigns, they should submit a resignation letter to the board of directors, stating the effective date of resignation.
   - In cases where the company secretary's performance is unsatisfactory or there are other valid reasons for removal, the board of directors can decide to terminate their appointment.
   - The decision to remove a company secretary should be made at a properly convened board meeting, and minutes of the meeting should be recorded, documenting the reasons for removal.
   - Once the decision is made, the company should issue a termination letter to the company secretary, confirming the date and reasons for the removal.

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Legal Compliance and Documentation

All through the appointment or removal process, it's crucial to ensure compliance with the provisions of CAMA and any other relevant regulations. All the decisions related to the appointment or removal of a company secretary should be documented accurately in the company's records, including minutes of meetings, resolutions, and correspondence.
   - Companies should keep a register of company secretaries, detailing the names, dates of appointment, and dates of cessation of each company secretary's tenure.
   - Companies should also update relevant regulatory authorities, such as the Corporate Affairs Commission (CAC), regarding changes in company secretaries as required by law.

5. Seek Professional Advice

Companies should seek legal advice or consult with corporate governance experts when appointing or removing a company secretary. Legal professionals can provide guidance on compliance with applicable laws and regulations, drafting necessary documentation, and ensuring that the process is conducted in accordance with best practices.

Conclusion

Appointing or removing a company secretary under CAMA in Nigeria requires careful consideration of legal requirements, proper documentation, and adherence to corporate governance principles. By following the steps outlined in this guide and seeking professional advice when necessary, companies can ensure a smooth and legally compliant process for appointing or removing their company secretary, thereby facilitating effective corporate governance and regulatory compliance.

While we ensure its correctness, please note that this article is provided for information purposes only and does not constitute legal advice. We are not responsible for your use of the information provided herein. For proper guidance and further details on the subject, kindly contact us here.