9.1 Qualification, appointment and removal

Qualifications of a company secretary

(1) The directors of a public company shall take all reasonable steps to ensure that the secretary or each joint secretary of the company—

(a) Is a person who appears to them to have the requisite knowledge and experience to discharge the functions of a secretary of the company; and

(b) Is the holder of a practicing certificate issued under the Certified Public Secretaries of Kenya Act.

(2) A director of a public company who fails to comply with this requirement commits an offence and on conviction is liable to a fine not exceeding two hundred thousand shillings.

The statutory qualification of the company Secretary  is given under the Certified Public Secretaries Act cap 534.

Under this Act, a person is qualified to be registered as a secretary if:

  1. He has been awarded by the examination board (KASNEB) a ce5rtified designated “The final certificate of the CS examination”.
  2. He holds a qualification approved by the registration of Secretaries board.
  3. Is on June 30th 2002 both a citizen of Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administration (CISA)
  4. Is on June 30th 2002 both ordinarily resident in Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administrators (CISA)
  5. Is on November 1st 1989 registered as an accountant under the Accountants Act
  6. Is on 30th June 2002 and advocate of the High Court of Kenya.

Disqualification from being registered as a Secretary

A person is disqualified from being registered if:

  1. He has been convicted by a court of competent jurisdiction in Kenya or elsewhere of an offence involving fraud or dishonesty.
  2. He is an un-discharged bankrupt
  3. If he is of unsound mind and has been certified to be so by a qualified medical practitioner
  4. Under any such terms as the registration board may determine.

Appointment of the secretary

In the case of a newly formed company, the person named as secretary in the statement accompanying the memorandum and articles for registration becomes upon registration, the first secretary.

Subsequent appointment and removal are made by a decision of the directors. It is good practice that these decisions be minuted. The Model Articles provide “subject to the provisions of the Act the secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit and any secretary so appointed may be removed by them.”

The registrar of companies must be notified of any appointment within 14 days after the secretary has consented to the appointment. Appointment of the secretary is the exclusive prerogative of the board of directors which cannot be exercised by the company in the general meeting unless either the directors surrender their power to the general meeting or the appointment is made by a special resolution. A company’s general meeting cannot remove him from office. The secretary is automatically dismissed on appointment of a receiver or on the making of a winding up order.