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

  

Comments

Post a Comment

Popular posts from this blog

Ghana’s Land Act, 2020 (Act 1036)

-
The Land Act, 2020, which was passed by Parliament, last July received the presidential assent in December 2020. The objective of the law is to revise and consolidate existing laws on land, with the view to harmonising these laws to ensure sustainable land administration and management, effective land tenure. The comprehensive piece of legislation which has been hugely welcomed does not only consolidate the laws on land in Ghana but also clarifies numerous positions of lands law including but not limited to eminent domain, restrictions on the power of transfer by spouse etc.
Read more

MAKING YOUR LAST WISHES COUNT

-
Do you know that your wife and children do not have any control over your body after your death? Under Ghanaian law, death shows the extent of authority the extended family welds over the individual. In Ghana, the law allows you unfettered power to dispose of your self-acquired properties through a testamentary will. There is no moral obligation to leave a specified portion of your estate to your wife and children. However, this freedom generally does not include the power to decide what happens to your body after death. It also does not include the power to determine how and where you should be buried. Even though a corpse is not property, the law considers it an object, which belongs to the extended family, not the spouse or children for purposes of burial. The issue of who has the final say when it comes to the burial of a loved one has been a a constant source of contention between the nuclear and extended families in Ghana. Upon the death of a loved one, members of the nuclear fam
Read more

WHY SHOULD YOU MAKE A WILL?

-
  Why work hard to acquire your property and then leave it to chance, when you have every opportunity to decide who should get to enjoy it after you die? By failing to make a Will, you leave the control of your estate, to be administered in accordance with the rules on intestacy, which may not be what you want. In Ghana, the Intestate Succession Law, 1986, regulates your estate if you do not leave a Will.   These rules determine inheritance, based on the decease’s next of kin set out in order of priority. This may have serious repercussions, as it may leave your loved ones out of your estate.   What is a Will? A will is a legal document that allows a person to leave instructions on who should inherit property, money, and other earthly possession when he or she dies.   A Will can also be used to give other instructions not relating to your property. The Wills Act in Ghana regulates the making of a Will by providing that it must comply with certain requirements. Ordinarily, a per
Read more