Across the ages, the Nigerian market has been underrated for its capability to host multitude congestion of businesses. But because of the recent efforts of the government initiating multiple industrial developments in association with indigenous businesses, the business horizons of Nigeria have expanded. Company Secretarial services refer to the primary legal and administrative activities that are often not a generic expertise of every company which is why they are outsourced from specialized entities in most cases. These activities include -
- Ensuring companies comply with the statutory regulatory compliances set up by the government
- Filing of legal documents and patenting of trademarks
- Drafting and submission of Memorandum of Association and Articles of Association
- Acquiring licenses from concerned government authorities
- Registering company name with the Corporate Affairs Commission (CAC)
- Conducting annual general meetings and documentation of the same
- Providing company partnership deed, director details and any additional requirements demanded by CAC on behalf of the applicant company
- Assisting for Tax Registration and filing of taxes on a timely basis
- The company Secretary can also be provided with the status of power of attorney which allow the company secretarial entity to develop business framework on behalf of the client company
Though the list of company secretarial activities is vast and widely acknowledged across the business spectrum, when speaking solely about the Nigerian market, the reasons are far outweighed by the requisites and prerequisites of appointing Company Secretarial Services in Nigeria.
1. Mandate by Companies and Allied Matters Act (CAMA)
As per the mandate prescribed by Section 293 of the Companies and Allied Matters Act (CAMA), all companies actively operating businesses within the legislations of Nigeria must appoint a Secretary as a legal point of consultation for both the company’s queries as well as the government’s reporting requirements. As per Nigerian laws, operating businesses post incorporation without appointment of a Company Secretary can be considered as an offence.
2. Improving company’s Business Administration
Outsourcing company secretarial services also means that the company is outsourcing its operational administration from an expertise entity. Most companies that expand into the Nigerian market often do not associate business administration activities as a core competency and rather prefer to focus on their core business activities of manufacturing, marketing and ensuring product sales. Thus, business owners prefer the option of outsourcing the company’s hectic time consuming administrative and legal operations towards professionalized individuals and entities. And therefore, the sector for company secretarial services has started flourishing.
3. A communicative Resonance between Companies and Authoritative bodies
Being the company secretary of a firm is more of a concept of immense responsibility rather than a concept of status. The company secretary of a business is considered to be the resonating communicative medium between the various business operations of the client firm and the statutory regulatory authorities of Nigeria. Therefore, it becomes an apparent responsibility of the company secretary to ensure effective reporting standards to the necessary authorities that establish business policies for effective corporate functioning in Nigeria. A few of these government authorized bodies are –
- National Agency for Food and Drug Administration and Control (NAFDAC)
- Nigerian Investment Promotion Commission (NIPC)
- Nigerian Exports Promotion Council (NEPC)
- National Office for Technology Acquisition and Promotion (NOTAP)
- Nigerian Customs Service
- Central Bank of Nigeria (CBN)
Companies must comply with various factors such as employee safety, environmental control regulations and corporate governance regulations. The satisfaction of all the compliance categories must be reported to the regulating bodies by the discretion of the Company Secretary. Thus, authoritative bodies often hold company secretaries accountable for any discrepancies with respect to lack of efficient reporting of compliance information.
4. Legal Backup for Client Company
The Nigerian law background is firmly structured in a hierarchy-based manner to the extent where the client company does not directly lobby with regulatory authorities in times of legal breakdowns. Instead, the knight in shining armour for any firm during a crisis of lawsuit filings, legal backdrops and regulatory breakdowns is the Company Secretary. As an individual who firmly conducts and documents policies discussed in annual general meetings, observes key business operations and stays in constant touch with the company’s legal image; the Company Secretary is considered to be the all-knowing entity in terms of frontend and backend corporate governance. These aspects provide enough vital experience to defend the company during a legal crisis and lobby/negotiate with regulatory bodies.
5. Classification under Legal Qualification
Under legal regulations, company secretaries that must be mandatorily appointed by firms venturing into the Nigerian market must be qualified through the below-mentioned specifications as stated by Section 295 of the Companies and Allied Matters Act –
- A member of the Institute of chartered secretaries and administrators
- A legal practitioner
- A member of the Institute of chartered accountants of Nigeria
- A body corporate or firm consisting of members who are qualified or
- Anybody who has held the office of a secretary of a public company for at least three (3) to five years
Therefore, any legal practitioner whether a law firm or a legally practising individual must satisfy the above criteria to qualify as eligible for appointment to the position of Company Secretary.
6. Drafting policies complying with Government regulations
Businesses expanding to foreign borders often find difficulty in developing corporate policies that are complying with government regulations. In terms of developing workplace policies for white-collared and blue collared employees or for matching trade policies with Nigerian laws, most companies often make mistakes which leads to the company facing legal action from regulatory bodies. Hence, having an expert hand in the form of a Company Secretary for drafting such policies will lead to less trouble while doing business for firms expanding into the Nigerian market.
Expanding into the Nigerian market and operating a business in Africa’s largest economy might look like a mammoth task but with the help of unique tailor-made services, this procedure can be simplified. We at business setup provide our clients with the best corporate services for set up of business in Nigeria. Contact us to start your entrepreneurial journey into the Nigerian market.
