ABSTRACT
Every company must have a secretary, but a sole director is unable to also be the secretary. This chapter draws attention to the role of the company secretary. While private companies may appoint whoever they choose, the directors of a public company when deciding on an appointee must take all reasonable care to ensure that the appointee is a person who appears to them to have the requisite knowledge and experience in order to discharge the functions of secretary. Under agency principles a company secretary will be able to legally bind his company (the principal) in respect to acts that he carried out or, on occasions, the company will be responsible when the company secretary failed to act. A company secretary’s duties are to ensure: that all the legal administrative requirements are complied with; that full assistance is given to the board of directors; and that responsibility is taken for certain security matters.
