It is a common experience for Company secretaries to be asked whether the Certified secretary course entails the role of a traditional secretary which involves performing clerical tasks such as answering phones, scheduling appointments, etc. However, this is not the position since CSs have a different set of responsibilities that require a unique skill set. The role of the company secretary has evolved to become an essential part of the governance team. Their primary responsibilities involve ensuring the company adheres to legal requirements, maintaining accurate statutory registers, and submitting necessary documents to the registrar of companies.
The Anti-Money Laundering and Combating of Terrorism Financing Laws (Amendment) Act 2023 made changes to Section 243 of the Companies Act. The amendment modified the language of the provision to now require private companies with a paid-up capital of less than five million shillings or a company limited by guarantee to appoint a company secretary. Previously, private companies were not mandated to have company secretaries. The position of public companies remained the same in the new amendments in that they are required to have at least one secretary.
Duties of a company secretary
- Incorporation of private and public companies, Limited liability partnerships and registration of business names.
- Registration of foreign branches
- Registration of a trust
- Declaration of a trust deed
- Performing secretarial duties during annual general meetings, board meetings and any other meeting called by the company.
- Issue notices of meetings and take minutes during the said meeting.
- Allotment of shares
- Facilitating the increase/ reduction of share capital
- Facilitating the transfer of shares
- Alteration of memorandum and Articles of Association
- Filing of annual returns
- Striking off a company
- Sealing documents
- Conducting governance audits
- Conducting board evaluations
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