Company secretarial practice · 01
Outsourced company secretary
The statutory registers — directors, securities, beneficial ownership, declarations of interest; the annual meeting calendar; agendas, board packs, minutes and resolutions; CIPC filings including the…
The statutory registers — directors, securities, beneficial ownership, declarations of interest; the annual meeting calendar; agendas, board packs, minutes and resolutions; CIPC filings including the annual return, the beneficial-ownership declaration and director changes; custody and amendment of the MOI; and the guidance to the board that the role carries.
Small companies, NPOs and funds that need the function performed properly rather than a full-time appointment.
Minutes signed by the chair are prima facie evidence of the proceedings, so a board that keeps thin minutes has no defence when a decision is questioned — while one that keeps a verbatim record creates a discoverable document it will later regret. The craft is in between.
The law it sits under
The framework this work answers to.
Section 86 of the Companies Act 71 of 2008 requires every public company and state-owned company to appoint a company secretary, and section 84 sets out which companies the enhanced accountability provisions apply to. Section 88 sets the duties — guidance to directors on their duties and on governance, making the board aware of law relevant to the company, reporting failures to comply, and ensuring minutes are properly recorded. For private companies the appointment is voluntary, and the function is usually carried by someone with another full-time job.
How the engagement runs
What you are committing to.
The function is performed under a written engagement with a defined scope: the statutory registers kept current, the meeting cycle run, resolutions drafted and filed, CIPC filings made on time, and a standing report to the board on what is due and what has slipped. The engagement has a defined end and a handover, so the organisation is never dependent on it.
The most valuable part of the role is the least visible: telling the board something is about to go wrong while there is still time to fix it. That is a function of paying attention between meetings, not of attending them.
Related pages, tools and documents
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