CHAPTER ONE

1.0              INTRODUCTION

 The duties and Liabilities of the company secretary have been matter of concern to many writers, researchers, managers and administrators of diverse organizations. It is the vital life wire of corporate organizations. This is so because in Nigeria, every company is compelled to have a company secretary[1]. The company secretary is normally appointed by the Directors of a company as opposed to the General Meeting of Such company.

 However, the Directors are duty bound to take reasonable steps to ensure that their appointee is a person who has the requisite knowledge and experience to discharge the functions of a company secretary[2]. The appointee must fall into one of the categories specified in section 295 of Companies and Allied Matters Act (CAMA). The first of these categories consists of person with experience as company secretary who has held the office of secretary of a public company for at least 3 of the 5 years immediately preceding his appointment. The second category consists of members of various professions such as Accountants, Chartered Secretaries, Legal practitioners within the meaning of the Legal Practitioners Act, 1975)[3]. The third category is a body corporate or firm of qualified persons under the first two categories mentioned above. The above requirements exemplify the important role, which a company secretary occupies in corporate organizations, as well as the liabilities he incures for failure to perform these roles.

            In addition to the above, within the management circle of incorporate companies, there are certain persons referred to as principal officers. From the 19th Century, the limited liability companies have become more popular and this has brought about increasing complications in modern corporate management. Arising there from has been a need for renewed searchlight on these principal officers of a company. This need is not just necessary but imminent in view of the increase in the volume and size of commercial activities of these by the fact that the company being an artificial person could only act through its human agents, officers and organs, as was aptly summarized by Aniagolu (JSC) as follows:

 “A company although having a corporate personality is deemed to have human personality through its officers and agents[4]. Section 37 CAMA

 Moreover, every incorporate company operates under the principle of corporate personality and within this officers and organs for effective corporate management. In the corporate executive outside of the managing director and now the executive directors, there is a company secretary; similarly, between the board of directors and the shareholders, there should be an appointment of a competent, neutral and resourceful officer known as the company secretary. The status of this officer before now had always been treated with contempt and was not accorded the recognition and respect it demands and deserves. There was perhaps no other functionary in the corporate set-up who had suffered such a high degree of non recognition by common law as the company secretary even if his influence was felt in the boardroom. This status has however been improved and is now a very important officer because section 293 (1) CAMA[5]provides that, every company shall have a secretary and the qualification and duties of this officer is also clearly recognized by statutory enactment. It is arguable therefore that the company secretary occupies such important and influential position has in recent times graduated as an organ of the company. Professor Gower is of the view that he is an officer of the company with substantial authority in the administrative sphere with power and duties derived from the Articles and the companies Act[6].

 It is deducible from the above assertion that the company secretary has evolved from his hitherto position as a mere clerical officer or an “errand boy” of the company to an accomplished administrator in a corporate setting[7]. It is now established that the company secretary occupies an important and very influential position in this vehicle of economic endeavour and he is indispensable in public companies.

            Hence, this work aims at uncovering and appraising the rationale for the duties and liabilities of the company secretary and whether these duties and liabilities are of any beneficial and altruistic importance to the company as well as assessing the value worth of the company secretary in corporate government. In order to achieve these objectives, this work shall discuss the nature, the appointment, status, roles and responsibilities of the company secretary in a bid to appraising these duties and liabilities under the Nigerian corporate law.