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What is a company secretary?

A Company Secretary is a key managerial personnel of a company and is entrusted with the compliance and legal aspects of a company. Company secretaries guide the company directors about how their organisations should be directed, managed, or controlled.

What are the duties of the secretary in terms of the companies act?

The Company Secretary shall discharge the following duties:

• Extend collectively and individually, such guidance to the directors of the company, as they may require, with regard to their duties, responsibilities and powers
• Facilitate the convening of meetings and attend the Board, committee and general meetings
• Maintain the minutes of such Board, committee and general meetings
• Obtain approvals from the Board, general meeting, the government and such other authorities as required under the provisions of the Act
• Represent before various regulators, and other authorities under the Companies Act of 2008 in connection with discharge of various duties under the said Act.
• Assist the Board in the conduct of the affairs of the company
• Assist and advise the Board in ensuring good corporate governance and thereby complying with the corporate governance requirements and best practices
• Discharge such other duties as have been specified under the Act or rules and such other duties as may be assigned by the Board from time to time.

What is the appointment process for the secretary?

The process of appointment of a secretary is as follows:

• Convene board meeting by giving a notice to all the directors and pass a resolution for appointing a company secretary.
• Inform the Registrar of Companies about the appointment of the company secretary by filing form CoR 44 within 10 business days from the date of appointment.
• Make necessary entries and maintain a proper register of directors and key managerial personnel after the appointment of the company secretary.

How can a small business benefit from the services of a company secretary?

The services of a secretary will assist small business owners in the following ways:

• Compliance with Companies Act – The fact that the (Pty) Ltd and CCs are not required to appoint a secretary does not absolve them from complying with the Act. Appointing a professional who knows and is up to date with the changes will assist the business owner to be compliant.
• Save time – Business owners particularly for small businesses do not have time to keep track of the ever changing regulatory environment. Appoint a professional will save them time to keep themselves up to date with these changes as the secretary will provide them with current advise and guidance on what need to be done in order to be compliant.