The Role of the Company Secretary under the Companies Act

Company law and practice in Ghana has seen significant changes due to the enactment of a new Companies Act, 2019 (Act 1019). Significant changes made under the new Act include qualifications of directors, company secretaries, rotation of auditors, derivative actions, beneficial ownership, prior approval of major transactions, and buy-out of shares of an unhappy shareholder, the Office of the Registrar etc.

The article will highlight the changes in respect of the qualifications and role of the company secretary in Ghana.

One of the changes under the Companies Act is the provisions on the qualification of the company secretary. The Act now specifies the requirements for appointment as company secretary. They include a professional qualification or a degree with an offering in company law practice and administration, formal training in company secretarial ship, a  barrister or solicitor in Ghana, etc.  For a corporate body, at least one of its promoters, subscribers, directors, or operating officers, must be qualified to be a company secretary under the Companies Act.

This means companies offering nominee secretarial services must show that at least one of its directors, shareholders, or any of the persons indicated qualifies as a company secretary.

The Act also requires that a person or company appointed, as a company secretary before assumption of office must accept the appointment in writing and file the letter of acceptance with the Registrar of companies.

Once appointed, the board is responsible for fixing the term of office, remuneration, and other conditions of service of the company secretary. 

Role of the Company Secretary

Under Ghanaian law, every company must have a company secretary.  The company secretary can be either an individual or a body corporate, which performs the role of the company secretary.  The core mandate of the company secretary is an advisor, a compliance officer, a custodian, and a record keeper.

The company secretary is responsible for keeping the records of the company, preparing and issuing out notices for meetings, and ensuring that minutes of all meetings are duly recorded. The company secretary is also responsible for circulating the company’s annual financial statements to directors and lodging the same with the Registrar of companies.

The company secretary is also in charge of executing formal documents and resolutions, with the director under the company's common seal.  As the custodian of the company’s registry, the company secretary must ensure that the register is properly maintained and up-to-date with all statutory filings lodged with the Registrar of companies.

There are significant benefits for a company with a company secretary. Such an officer or entity will ensure legislative and regulatory compliance with the law and adherence to corporate governance practices and principles that are essential in the modern corporate setup.  The company secretary with a legal background can also provide legal advice to the board on legal matters that arise during discussions at the board level.

Companies in Ghana cannot dispense with the office of the company secretary because the Companies Act makes it mandatory for every company to have a secretary. The Act imposes a penalty against a company that fails to appoint a company secretary within six months of operation.

As the business environment evolves so does the role of the company secretary, which involves the complex role of a compliance officer, advisor, among others. As regulators crack the whip on companies that flouts corporate governance practices through enhanced enforcement, the role of the company secretary is pivotal in ensuring that companies do not fall foul of these laws.

By Aaker & Okley Solicitors