How Secretarial Support Helps Directors Comply
Serving as a company director is far more than holding an impressive title. Under the Companies and Allied Matters Act, 2020 (“CAMA 2020”), directors owe statutory duties that are legally enforceable and carry significant personal responsibility. Every decision made in the boardroom can have legal consequences for both the company and the directors who govern it.
Despite these responsibilities, many directors, particularly those of private companies manage compliance without adequate administrative or governance support. As regulatory expectations continue to increase, this 
approach exposes both companies and their directors to unnecessary risk.
Professional company secretarial support helps bridge this gap. It enables directors to meet their statutory obligations, maintain good corporate governance, and reduce the likelihood of regulatory breaches.
Directors’ Duties Under CAMA 2020
Fiduciary Duties
CAMA 2020 codifies the fiduciary duties of directors. Under Section 305, every director stands in a fiduciary relationship with the company and must act with the utmost good faith in every transaction undertaken on its behalf.
Directors must always act in what they honestly believe to be the company’s best interests. They are expected to preserve the company’s assets, promote its business, and advance the objectives for which the company was established.
Section 305(4) expands this duty by requiring directors to consider not only the interests of shareholders but also the interests of the company’s employees. This reflects the broader governance responsibilities expected of modern corporate leadership.
Exercising Powers for Proper Purposes
CAMA also limits how directors may exercise their powers.
Section 305(5) embodies the proper purpose doctrine by prohibiting directors from using their powers for collateral or improper purposes. Directors must therefore exercise every power solely to advance the legitimate interests of the company.
Importantly, Sections 305(8) and 305(9) make it clear that neither a company’s articles of association, a board resolution, nor any contractual arrangement can excuse a director from these statutory duties or shield them from liability for a breach.
Avoiding Conflicts of Interest
Section 306 requires directors to avoid conflicts between their personal interests and their duties to the company.
Directors must not place themselves in situations where personal interests conflict with corporate responsibilities. They must also refrain from making secret profits through company affairs. Where a director improperly benefits from a company transaction, the law requires that profit to be accounted for and returned to the company.
Duty of Care, Skill and Diligence
Section 308 imposes a duty of care and skill on every director.
Directors must exercise their powers honestly, in good faith, and in the best interests of the company. They must also exercise the level of care, diligence, and skill that a reasonably prudent director would demonstrate in similar circumstances.
These duties are not merely aspirational. A director who breaches them may incur personal liability under the law.
The Compliance Responsibilities of the Board
In addition to the personal duties imposed on directors, CAMA 2020 places numerous compliance obligations on companies. Although these obligations belong to the company, directors remain ultimately responsible for ensuring that the company fulfils them.
Filing Annual Returns
Every company must file annual returns with the Corporate Affairs Commission (CAC).
Section 421(1) provides a limited exemption from the statutory 42-day filing period for companies with a single shareholder. However, the obligation to file annual returns remains.
Failure to comply may expose the company to regulatory sanctions and create avoidable risks for directors.
Maintaining Statutory Registers
Companies must maintain several statutory registers throughout their existence.
These include registers of members, directors, debenture holders, and persons with significant control, among others. Directors should ensure that these records remain accurate and up to date because regulators frequently rely on them to verify corporate information.
Board Meetings and Minutes
Section 265 governs the proceedings of directors’ meetings.
Companies must properly record board resolutions and maintain accurate minutes of meetings. Section 266(1) exempts companies with a single shareholder from keeping minute books. All other companies, however, must comply with this requirement.
Well-prepared board minutes do more than satisfy statutory obligations. They provide valuable evidence of board deliberations and decisions, helping protect directors if disputes arise later.
Disclosure Obligations
Directors of public companies must comply with several statutory disclosure requirements.
Section 307 requires directors to disclose existing directorships and certain proposed appointments to other boards. In addition, Section 278 requires disclosure where a proposed director is 70 years of age or older at the time of appointment.
Companies should document these disclosures carefully and file them where required. Proper documentation demonstrates compliance and promotes transparency.
Executing Company Documents
CAMA 2020 also modernises how companies execute legal documents.
Under Section 102(2) and (3), a company may execute a deed through the signatures of a director and company secretary, two directors, or a director signing before an attesting witness. A common seal is no longer mandatory in these circumstances.
The company secretary plays an essential administrative role by ensuring that documents are executed correctly and satisfy statutory requirements.
The Role of the Company Secretary
Sections 330 to 340 of CAMA 2020 regulate the office of the company secretary.
Appointment of a Company Secretary
Section 330(1) exempts small companies from the mandatory requirement to appoint a company secretary.
For other companies, particularly public companies, the position is mandatory. Section 330(4) provides that where a public company fails to appoint a secretary, both the company and its directors become liable to fines prescribed by the Corporate Affairs Commission, together with additional daily penalties for continued default.
Qualifications for Public Companies
Section 332 prescribes the qualifications required for a secretary of a public company.
A qualifying secretary may be:
- a member of the Institute of Chartered Secretaries and Administrators;
- a legal practitioner within the meaning of the Legal Practitioners Act;
- a member of a recognised professional accounting body established by an Act of the National Assembly;
- a person who has served as secretary of a public company for at least three of the preceding five years; or
- a qualified corporate body or firm whose members satisfy the statutory requirements.
Statutory Duties of the Company Secretary
CAMA recognises the company secretary as a key governance professional.
Section 334 imposes fiduciary duties on the secretary, while Section 335 outlines the secretary’s statutory responsibilities.
In practice, the company secretary serves as the board’s compliance coordinator. The secretary convenes meetings, issues notices, prepares agendas, records minutes, maintains statutory registers, files regulatory documents with the CAC, and supports the proper execution of company documents.
These responsibilities help directors focus on strategic decision-making while maintaining confidence that the company’s governance obligations are being met.
Why Professional Secretarial Support Matters
Even where CAMA does not require the appointment of a company secretary, companies must still satisfy the same statutory obligations.
The compliance calendar does not stop simply because a small company has no secretary. Instead, responsibility shifts directly to the directors.
Without professional secretarial support, directors face a greater risk of missing filing deadlines, failing to maintain statutory registers, inadequately documenting board decisions, or executing company documents incorrectly. Each of these shortcomings can expose both the company and its directors to regulatory action.
Beyond compliance, professional secretarial support improves the quality of corporate governance.
Accurate board minutes provide reliable evidence of board deliberations. Properly maintained statutory registers strengthen regulatory compliance. Timely filings help companies avoid unnecessary penalties and demonstrate sound governance practices.
Moreover, the Corporate Affairs Commission has adopted a more proactive approach to monitoring corporate compliance. Consequently, failures that may once have gone unnoticed now attract greater regulatory attention.
Professional secretarial services therefore provide more than administrative convenience. They help directors discharge their statutory duties with confidence while reducing legal and regulatory risk.
How SOW Professional Services Limited Supports Directors
At SOW Professional Services Limited, we provide professional company secretarial services that enable directors to focus on leading their businesses while we manage their corporate compliance obligations.
Our services include:
- preparing and filing annual returns with the Corporate Affairs Commission;
- maintaining statutory registers and corporate records;
- preparing board and shareholders’ resolutions;
- drafting and maintaining accurate minutes of board and general meetings;
- filing post-incorporation changes, including director appointments and removals, share allotments, and registered office changes;
- supporting the lawful execution of company documents under CAMA 2020; and
- providing ongoing corporate governance and regulatory compliance support.
Whether you operate a private company seeking stronger governance structures or a public company with mandatory statutory obligations, our experienced professionals deliver practical, reliable, and legally compliant secretarial support.
Conclusion
Corporate compliance is no longer a matter of administrative convenience. It is an essential aspect of effective corporate governance and a key responsibility of every company director.
CAMA 2020 places significant duties on directors while imposing numerous compliance obligations on companies. Meeting these requirements demands careful planning, accurate record-keeping, and continuous regulatory oversight.
Professional company secretarial support enables directors to fulfil these responsibilities efficiently, minimise legal risk, and maintain high standards of corporate governance.
At SOW Professional Services Limited, we are committed to helping companies remain compliant and helping directors discharge their duties with confidence.
Do not leave your board exposed to unnecessary regulatory risk. Contact SOW Professional Services Limited today to learn how our company secretarial services can support your organisation and strengthen your corporate governance framework.
