This is not about a movie production but I think it’s one of the ways I can best describe my sharing for today.

In most jurisdictions, including where I practice, the position of Company Secretary is a statutory requirement for a company incorporated under the Companies Act.

I propose to interrogate what it means to be registered as a Company Secretary at the relevant regulatory registry.

One of the things that I am settled about is that the position carries with it certain responsibilities that subsist through the tenure of the Company Secretary. The responsibility to maintain statutory and other records such as minutes, corporate authorizations, decisions of the Board of Directors and Members are examples. Another important responsibility of the Company Secretary is that of rendering legislative and corporate governance advice and support to the governance structures.

The question is, can a Company Secretary as registered take a break or “leave” from the position?
Depending on how one chooses to look at it, the question may be moot, considering that in most cases, the Company Secretary is an employee of the Company whose conditions of service entitle them to take leave of absence from work.
Herein lies the issue.

Whereas, the responsibility rests with the registered office holder for the duration of the appointment, how does one “take five”?

I propose that this is a perfect situation to test whether the administrative structures support the expectations of the law.

For instance, I am aware that Company Secretaries do go on leave of absence as provided in their conditions of service but attend to their company secretarial functions as required by the law and then recover that time from the leave entitlement.
Secondly, the Company Secretary can be administratively assisted in some assignments but on the understanding that their responsibility for execution or otherwise is not delegated to persons not registered as the Company Secretary. In other words, the buck stops with the registered Company Secretary!

As I always say, my humble views are never exhaustive and there could be a plethora of thought and practices out there.

My point? The Company Secretary’s responsibility and liabilities subsist….

Thank you!