A company secretary is defined in the Companies Act simply as “an officer of the company”. In simple terms a company secretary regulates the efficient administration and compliance of a company. Company secretaries are the primary source of advice on the conduct of the business.
What is a company secretary?
The company secretary plays a vital role in ensuring that the company they are managing is at all times compliant with the Companies Act. Without a company secretary, a company may face non compliance issues which can lead to the company getting deregistered.
Thus the company secretary is the primary source of advice on the conduct of the business and it is mandatory for every public company or state-owned enterprise to appoint a company secretary within 40 days of the date of incorporation. A private company, personal liability company, or non-profit company may voluntarily appoint a company secretary.
The duties of the company secretary
Company secretaries are responsible for the following duties within the business:
- Providing the directors of the company collectively and individually with guidance as to their duties, responsibilities and powers within the company
- Making sure the directors have adequate knowledge of the relevant legislation that affect the company and their duties
- Reporting to the company’s board any failure on the part of the company or a director to comply with this Act
- Ensuring that minutes of all shareholders meetings, board meetings and the meetings of any committees of the directors, or of the company’s audit committee, are properly recorded in accordance with this Act
- Certifying in the company’s annual financial statements whether the company has filed required returns and notices in terms of this Act, and whether all such returns and notices appear to be true, correct and up to date
- Ensuring that a copy of the company’s annual financial statements is sent, in accordance with this Act, to every person who is entitled to it
- Filing of annual returns to the CIPC