What company secretary means
A company secretary is a governance officer, not an administrative assistant. The name misleads people constantly.
They keep the statutory books, meaning the register of members, the register of directors and the minute book. They issue notices of meetings, record what was decided, prepare resolutions and make sure filings reach the CAC on time.
In a well run company they are the person who knows whether the paperwork actually supports what the business thinks it did.
How it is used
In practice, the company secretary is who a bank asks for when a resolution needs attesting, and who a buyer's lawyer asks for during due diligence when they want the minute book and the register of members.
For most small Nigerian companies the role is outsourced to a law firm or a corporate services provider, who keep the registers and handle the annual returns for a fee. For larger companies it is a full role, often held by a qualified professional.
Key features
- Maintains the register of members, register of directors and minute book
- Prepares notices, agendas, minutes and resolutions for board and general meetings
- Files returns and changes at the CAC
- Often attests board resolutions used by banks and counterparties
- Owes duties to the company itself, not to any individual director
How this works in Nigeria
CAMA 2020 changed the position for smaller businesses. A small company is not required to appoint a company secretary, which removed a cost that used to fall on every incorporated business regardless of size.
Public companies must still have one, and the qualification requirements are higher. For a growing private company, appointing one before you need one is usually cheaper than reconstructing years of missing records during a due diligence exercise.
Company secretary vs director
Directors decide. The company secretary records, files and keeps the machinery in order.
Directors owe fiduciary duties and can be personally liable for how the company is run. The company secretary is an officer of the company with statutory record keeping responsibilities, but they are not making the commercial decisions.
The same person can be both a director and the company secretary in a private company, though separating them is better practice because it puts a second pair of eyes on the paperwork.
Limits and risks
A company secretary cannot fix decisions that were never properly made. If a meeting had no quorum, or notice was never given, tidy minutes do not repair it.
Outsourcing also has a limit. An external provider can only file what you tell them. Companies that change directors informally and mention it months later end up with a CAC record that does not match reality, and that mismatch surfaces at the worst possible moment, usually at a bank.
Worth knowing
If you change directors or shareholders, tell whoever handles your filings immediately. A CAC record that contradicts your board resolution will stop a bank transaction cold.
Questions people ask
Does a small Nigerian company need a company secretary?
Not under CAMA 2020. Small companies are exempt from the requirement to appoint one, which was a deliberate cost saving. Public companies must still appoint a qualified company secretary.
Can a director also be the company secretary?
In a private company, generally yes. It is common in small businesses. Keeping the roles separate is better practice where you can, because the secretary's job includes checking that the board's decisions were properly made.
What does a company secretary actually do day to day?
Keeps the statutory registers, issues meeting notices, records minutes, prepares resolutions, and makes the filings at the CAC. In smaller companies this is a few hours a month, which is why it is often outsourced.
Is a company secretary the same as a personal assistant?
No, and the name causes real confusion. A company secretary is a statutory officer responsible for corporate governance and filings. A personal assistant supports an individual. The two roles have nothing in common beyond the word.
Who can be a company secretary in Nigeria?
For a private company the requirements are light. For a public company the officer must be qualified, typically a legal practitioner, a chartered secretary, a chartered accountant, or a firm of such professionals.