The company secretary has a range of responsibilities and duties under the Companies Act, 2015. The Act describes the company secretary as an officer of the company and he may therefore be criminally liable for defaults committed by the company.
A private company is required to have a company secretary only if it has a paid up capital of Kenya shilling five million or more, but every public company must have at least one secretary. Anyone who becomes a secretary must give their written consent to act.
In making the appointment, directors of a public company must take reasonable steps to ensure that the secretary or each joint secretary of the company is
(a) person who appears to them to have the requisite knowledge and experience to discharge the functions of a secretary of the company;
(b) is a holder of a practising certificate issued under the Certified Public Secretaries of Kenya Act.
The Companies Act introduces additional responsibility for the directors of a public company to ensure that the company secretary appointed has the requisite knowledge and experience to discharge his duties.
The responsibilities of a company secretary in a public company include the following:
- Recording and keeping minutes of all proceedings at meetings of the directors and the shareholders.
- Maintaining respective registers of the directors, shareholders and the shareholders.
- Maintaining a register of the directors’ residential addresses.
- Maintaining registers of charges and debenture holders.
- Filing of returns with the Registrar of Companies within prescribed time limits. These include certain resolutions, allotments, changes in directors, the annual return, and financial statements and reports.
- Assisting in the convention of meetings of directors and the shareholders.
- Assisting in the execution of documents.
If the company secretary fails to undertake his duty as required under the Companies Act, he commits an offence and on conviction is liable to pay a fine.
The appointment of the company secretary can be terminated by the directors of the company without shareholder approval.