Company Secretary in Kenya
Company secretary in Kenya: With the increasing focus in recent years on corporate governance in Kenya, the role of the Company Secretary has grown in importance. In many ways, the secretary is now seen as the guardian of the company’s proper compliance with both the law and best practice.
Company secretaries are officers that assist in the administration of a company. All Public companies in Kenya are obliged to appoint qualified person(s) for the position of a company secretary. The directors of the company must ensure that the company secretary has requisite knowledge and experience to discharge functions of secretary of the company. Though, secretaries of private company are not necessarily required to have any experience.
A company secreatry can perform the following duties:
- Maintaining the company’s statutory registers or books
- Filing the company’s annual returns. The company secretary prepares and ensures timely lodgement of all returns that are required to be filed at the office of the registrar every year.
- Arranging meetings of the directors and the shareholders.This responsibility will involve the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken.
- Informing the Company of any significant changes in the company’s structure or management, for example the appointment or resignation of directors.
- Establishing and maintaining the company’s registered office as the address for any formal communications. Ensuring that all the company’s business stationery carries its name, registered number, country of registration and registered address. These details must also appear on the company website, emails and order forms.
- Ensuring the security of the company’s legal documents, including for example, the Certificate of Incorporation and Memorandum and Articles of Association and Company Seal.
- Deciding on the company’s policy for the filing and retention of documents.
- A company secretary must send written notice of AGMs (Annual General Meetings) to the directors and shareholders usually 14 days in advance.
Company law requires that every company should have a company secretary. It is permissible for one of the company’s directors to serve also as its secretary
A company secretary is the chief administrative officer of the company, responsible along with the directors for certain tasks under the Companies Act. The company secretary has power to enter into certain contracts on the company’s behalf, and may also have additional duties defined in the contract of employment.
In summary, the company secretary acts in accordance with the directors’ instructions and his/her main function is to oversee the company’s day to day administration and to ensure that the company complies with the law and observes its own obligations.