Consent to Act as Company Secretary

A Consent to Act as Company Secretary is a document that should be used by a person who has agreed to act as company secretary. It indicates that the party is giving their consent to act as a company secretary. Under the law, an individual or a firm can act as a company secretary. When a party has been appointed company secretary, the secretary should deliver this letter to confirm their acceptance into the position.

The company secretary according to law, is regarded as an officer of the company with the following responsibilities:

• Providing legal advisory services to the company on regulatory compliance;

• Maintaining company records;

• Arrange all meetings of the company. Such arrangement includes issuing notices of meetings and preparation and distribution of meeting packs;

• Attending all company meetings and board meetings and taking minutes of meetings;

• Ensuring that the company adheres to all regulatory and administrative compliance to run its business;

• Ensuring that all post-incorporation filings are properly filed at the Corporate Affairs Commission (CAC).

How to use this document

This document can be used by an individual or firm that has been appointed to act as company secretary and the party accepts the appointment. This document simply outlines the full name and address of the newly appointed secretary, the full name and address of the appointing company and the date the secretary will commence secretarial duties.

After completing the document, the newly appointed secretary should sign the document and deliver it to the appointing company. If the secretary is a firm, an officer of the firm should sign the document.

After the new secretary has indicated their acceptance, the appointing company is required by law to notify the CAC of the change in company secretary by filing this document together with the following documents:

• Form CAC 2.1 (Particulars of Person that is the Company Secretary or any Changes therein);

• The Resolution of the Board of Directors of the Board of Directors authorizing the company to appoint a new secretary; and

• The Resignation Letter of the outgoing secretary.
  
  

Applicable law

The Companies and Allied Matters Act, 2020 applies to this document. The general rules of contract are also applicable to this document.

How to modify the template

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