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:
Disqualification from being registered as a Secretary
A person is disqualified from being registered if:
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.