The Actual Corporate Head: Explaining the Role of a Company Secretary

Under Ghana’s Companies Act 2019, a Company Secretary ensures compliance, governance, and record-keeping. Qualified professionals assist boards, enforce laws, and guide corporate responsibilities, safeguarding smooth operations

In Ghana, under the Companies Act of 2019 (Act 992), every registered company must have a Company Secretary; and no, this isn’t just a fancy name for an office assistant.

The Company Secretary is like the company’s rule-keeper-in-chief, handling big tasks like making sure the company follows the law, keeping records straight, and helping the Board stay on track with good governance. Skipping this role for more than six months? That’ll cost you a daily fine of 25 penalty units. Clearly, this isn’t a job to overlook.

Who is a Company Secretary?

Act 992 gives a broad definition of a Company Secretary, but think of them as the company’s chief administrative officer. They make sure everything runs smoothly, the company follows its own rules, and stays on the right side of the law.

Qualifications and Appointment of a Company Secretary

A Company Secretary is chosen by the company’s directors (unless the company’s rules say otherwise) and can be either a person or a company. If it’s a company, at least one key person, like a promoter, director, or officer, must meet certain qualifications set out in section 211 of the Act.

To qualify as a Company Secretary, you need to meet at least one of the following criteria:

1. Hold a professional or tertiary qualification (in company law or administration) that gives you the skills for the job
2. You have trained as a Company Secretary or worked under one for at least three years.
3. Be a member in good standing with:
   • The Institute of Chartered Secretaries and Administrators, or
   • The Institute of Chartered Accountants, Ghana.
4. Be enrolled and in good standing as a barrister or solicitor in Ghana.
5. If the directors think your qualifications or experience show you can do the job.

Before taking on the role, a Company Secretary must submit a written consent to the company, agreeing to serve in the position. The company then sends this consent to the Registrar.

These rules make sure the Company Secretary has the right skills and knowledge to help the company stay organized and follow the rules.

Duties of a Company Secretary

Act 992 lists the key duties of a Company Secretary, including:

1. Assisting the Board in complying with the company’s constitution and relevant laws.
2. Keeping the company’s books and records organized and updated.
3. Recording minutes of shareholders’ and directors’ meetings.
4. Preparing and issuing company notices.
5. Sharing the company’s annual financial statements to entitled persons.
6. Ensuring all statutory forms and returns are filed with the Registrar.
7. Keeping statutory registers updated.
8. Guiding the Board on their duties, powers, and legal changes affecting the company.
9. Informing the Board about laws related to meetings and compliance.
10. Advising directors on their roles and responsibilities.

These duties help the Board work smoothly, ensure the company follows the rules, and promote good corporate practices. This means the Company Secretary needs to have the necessary knowledge to handle these responsibilities well.

Powers of the Company Secretary

A Company Secretary has the power to act for the company in certain situations. If the Secretary does something that the company approves or confirms later, it becomes legally binding. In some cases, the company can’t deny the Secretary’s authority if it seemed like they had the power to act.

When outsiders deal with the company, they can assume the Secretary has the usual authority unless told otherwise. This rule protects them if they trust the Secretary’s actions, even if the Secretary went slightly beyond their actual powers.

To sum up, the Company Secretary plays a key role in keeping a company running smoothly and following the law. They’re not just administrative help. They’re important advisors who guide the Board and ensure the company follows its rules and legal requirements. With clear responsibilities, strict qualifications, and the power to act on behalf of the company, the Company Secretary is essential for protecting the company’s legal and operational standards.