Corporate Secretarial Practice
Scope
Corporate Secretarial Practice tests the statutory and administrative work of the chartered secretary: registers, CAC filings, meetings, resolutions and board support under CAMA 2020 and the company’s articles.
Core rules
- Statutory books. Keep the register of members, directors and secretaries, charges, debenture holders, minutes and beneficial ownership information. Registers are open to inspection on the terms CAMA allows.
- CAC filings. File annual returns, allotments, changes of directors or secretary, registered office changes and charges within statutory time limits. Late filing attracts penalties and weakens compliance.
- Meetings. Distinguish AGM from extraordinary general meeting; board meeting from members’ meeting. Check notice, quorum, proxy rights, voting and minutes. Special resolutions require 75% approval.
- Minutes and resolutions. Minute books are evidence of proceedings; resolutions must be drafted precisely and filed where CAMA requires.
Worked example
A private company wants to remove a director and change its name. Removal of a director is an ordinary resolution unless the articles say otherwise; a name change requires a special resolution and CAC approval. The secretary must check notice, quorum, member voting rights, prepare minutes, and file the required CAC forms. Calling it a “board decision” would be wrong because members, not the board, decide these constitutional matters.
Traps
Do not treat an AGM as optional merely because the company is private; do not confuse proxy appointment with proxy voting instructions; do not backdate minutes; and do not assume a special resolution is needed for every important decision.
Key habits
Build a compliance calendar, keep a resolution log, and reconcile the register of members against allotment filings.