Debunking The Company Secretary Myth

Well, many people assume that a Company Secretary only writes minutes for meetings or works as a receptionist. It takes time to explain to people what you generally do as a Company Secretary and what it entails. The word secretary could generally mean personal assistant or an administrator, but a Company Secretary on the other hand, should be someone who is well versed with the Companies Act, Certified by the Institute of Certified secretaries, and has corporate secretarial experience in legal matters. They are a legal requirement for you to operate a Company in Kenya.

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.

Roles of a Company Secretary include but are not limited to:

  • Offering advisory services relating to application of the Companies Act 2015 and its regulations.
  • Conducting legal health checks and due diligence reviews
  • Company dissolutions/de-registrations
  • Changes in Directorship of a Company
  • Share capital variations including capital and structural reorganizations, stamp duty, planning, share transfers, allotments, and consolidations, etc.
  • Drafting Board and ordinary or special resolutions
  • Application for exemption of stamp duty
  • Preparation of Board and Committee Charters and Company policies
  • Acquisitions, disposals, and mergers
  • Transfer of Shares for Companies

For you to be a Company Secretary you have to pursue the Certified Secretary professional course at Kenya Accountants and Secretaries National Examinations Board (KASNEB) and gain at least 2 years’ experience on Company Secretary practice so that you can attain a legal and professional recognition as a Company Secretary by the Institute of the Certified Secretaries.

It is high time to create awareness on this so that people can be well informed on what a Company Secretary means and what roles he/she does rather than clinging on to the myths and misconception that spread around.