CRITICAL EXAMINATION OF THE LEGAL STATUS OF ACOMPANY SECRETATRY

Abstract

A company is an artificial legal entity1 that operates through the machinery of human beings who constitute its brain and body. A Company secretary being one of the organs of a company forms a vital link with the other organs - the board of directors and the general meeting in corporate management. Company Secretaries have been the object of cynical jokes about being mere servants and errand boys whose duties are to summon and keep minutes of meetings of company general and board of directors meetings. Prior to the promulgation of the Companies and Allied Matters Act 19902, the common law as well as the repealed Nigerian Companies Act of 19683, did not give any primordial importance to the role of company secretaries in the corporate dispensation. The position of the company secretary was a precarious one since his tenure of office was not secured. He was appointable by the board of directors, an important organ of the company and could also be removed at the whims and caprices of the board. His duties were not statutprily provided for and were therefore described as being “of limited and of a somewhat humble character".4