Every Company shall have a
Secretary, so says the
HR Manager law in Section 293 of The Companies and Allied Matters
Act, CAP. C20, Laws of the Federation of Nigeria. By secretary, I do not mean a
receptionist or a customer care practitioner; neither do I mean a person who
just assists with correspondences or making appointments nor that stern looking
woman who sits in front of the Executive- Director’s office and acts like she’s
the gate-keeper to the Promised Land. By Secretary, I mean a corporate officer
in charge of the official correspondences of the company, minutes of board
meetings, and records of stock ownership and transfer.
A company secretary is appointed
and can be removed by the Directors of a company, and like the Directors of a
company, the secretary plays a very important role in the company’s daily
administration. The part played by the Company Secretary is further strengthened
by the Corporate Affairs Commission (CAC) directive that all companies appoint a
Company Secretary and file evidence of same before the commission.
CAMA, in Section 298 provides that
the functions of a Company Secretary includes;
the meeting of the company, the board of directors and its committees,
rendering all necessary secretarial services in respect of the meeting and
advising on compliance by the meetings with the applicable rules and
the registers and other records required to be maintained by the company under
proper returns and giving notification to the commission required this Act; and
out such administrative and other secretarial duties as directed by the
director, or the company.
It is the duty of the Company
Secretary to maintain certain statutory registers on behalf of the company
- Register of members and shareholders.
Index of members where they are more than 50.
- Register of Debenture Holders
- Register of Directors/ Secretaries.
- Accounting records
- Register of charges, and
- Register of interest in shares.
Furthermore, a secretary shall
not owe fiduciary duties (duty to act with good faith) to the company except where
he is acting as its agent, then he shall owe fiduciary duties to it, and as
such shall be liable to the company where he makes secret profits or lets his
duties conflict with his personal interests, or uses confidential information
he obtained from the company for his own benefit (Section 297).
To be a Company Secretary, such person must have the requisite
knowledge and experience to discharge the functions of a secretary, and in the
case of a public company, he shall be either a member of the Institute of
Chartered Secretaries and Administrators; or a legal practitioner; or a member
of the Institute of Chartered Accountants; any person who has held the office
of company secretary for a period of 3 years; or a corporate body or firm
consisting of the above mentioned people (Section 295).
Adedunmade Onibokun Esq.
Many people have always toyed
with the idea of registering their own companies and organisations, with SMEs
sprouting up like wildfires in Nigeria and the drive for self- employment
gaining momentum. Whether your start-up is about IT, legal or business services
or you are considering starting your own NGO; one of first things you will have
to do is register your company or organisation. That’s where this article comes
Registering your organisation or company
in Nigeria is fairly easy and not as difficult as some believe it is, the
process begins at Corporate Affairs Commission (CAC), the CAC is in charge of
regulating company affairs and conducting company registration in Nigeria.
There is a CAC office in every state while Lagos State has two.
INCORPORATION OF COMPANY
(PRIVATE OR PUBLIC)
Incorporating a company or corporations
is distinct from sole proprietorships and partnerships in a number of ways. The
most obvious difference between a corporation and other business structures is
the ability of corporations to raise large sums of money by selling stock
shares to investors. Instead of being centered on a single person or a small
group, ownership of an incorporated business is spread out among stockholders,
who have the right to vote on key business decisions. There are 3 major forms of
limited by shares
companies are limited by shares, this ‘stake’ usually refers to the shares held
by the company’s shareholders. In such a company, the shareholders’ obligation
is to pay the company for the shares they have taken in it. The individual puts
money into the company, and in return the company gives it a percentage of
ownership, in the form of shares (how much of a company the individual in
question owns depends on how many shares he/she has in comparison with the other
people, if any, who own shares in that company). Requirements for registering a corporation in Nigeria include;
- Availability and Reservation of Name
- Payment of appropriate Stamp Duty to Federal
Board of Inland Revenue
- Submission of Memorandum and Articles of
Association together with statutory forms for verification and assessment
- Payment of filing fees at the Corporate Affairs
limited by guarantee
In a company
limited by guarantee, there are no shares – hence there are no shareholders.
Instead, the company will have ‘members’. The members of a company limited by
guarantee are bound by a guarantee in the company’s articles of association,
which requires them to pay the company’s debts up to a fixed sum. Requirements for Incorporation of a Company
Limited by Guarantee include:
- Availability and Reservation of Name
- Memorandum and Articles of Association
- Completion of Statutory Forms
- Payment of Stamp Duty to Federal Board of Inland
- Payment of filing fees
- The consent of the Attorney-General of the
company is a private company whereby the owners or the partners accept
unlimited and personal liability for its debts in order to avoid double
taxation of a limited company. This type of company is exempted from publishing
their annual account with public authority. Simply registering a business name
is often favoured by Sole proprietors i.e. an individual proprietor who owns
and manages the business and is responsible for all business transactions. The
owner is also personally responsible for all debts and liabilities incurred by
the business. Partnerships may also conduct their business by simply
registering a business name. You can register your busy name in very easy
Choose a number of uncommon business names
Conduct a search at the CAC to find out if the
name is available.
Submit a duly completed statutory form with two
passport sized photographs of each applicant attached to the form.
Pay filing fees at the CAC
Reservation of name at the CAC cost N500 (Five Hundred
Naira) while registering business name cost N10, 000 (Ten Thousand Naira). Note
that the proposed name of your business must be clearly written on the form and
individuals can register a business name without the services of a lawyer.
NON – GOVERNMENTAL ORGANISATIONS
A non-governmental organization
(NGO) is any non-profit, voluntary citizens’ group which is organized on a
local, national or international level. Task-oriented and driven by people with
a common interest, NGOs perform a variety of service and humanitarian
functions, bring citizen concerns to Governments, advocate and monitor policies
and encourage political particpation through provision of information. Some are
organized around specific issues, such as human rights, environment or health.
They provide analysis and expertise, serve as early warning mechanisms and help
monitor and implement international agreements. Registration of Incorporated
Trustees (NGO’s) takes the following procedure;
- Availability of name
- Procurement of application form which contains a
memorandum for guidance of application.
- Publication of notices in three (3) national
dailies, one being a local newspaper widely circulated in the area where the
organization is based.
- Submission of the duly completed application
form in triplicate which should be accompanied by the following.
- A formal letter of application
- The original newspaper publications
- 2 copies of Applicant’s constitution
- Minutes of the meeting whereat the trustees were
appointed, having the list of members present and absent and showing the voting
pattern, signed by Chairman and Secretary of the Board.
- Minutes of the meeting where the special clause
rules was adopted into the constitution of the organization; signed by
Secretary and Chairman.
- Trustees (Applicants) have to attach 2 passport
sized photographs of themselves.
- Trustees have to sign against their names on the
application form (encld) and furnish permanent residential addresses.
impression of the common seal should be affixed on page 11 of the form and draft
of 20,000.00k in favour of CAC and made payable in Abuja.
- Two copies of the application form.
- Application form duly signed by Secretary and
Chairman of the Board.
For futher information on company
registeration, log on to the CAC Website on www.cac.gov.ng.