9.3 Liability of the Company Secretary

Company’s liability for the Secretary’s acts

Generally a company is vicariously liable for the wrongs of the employees committed in the course of employment. The Company however, does not become liable when a secretary fraudulently issues a certificate on which he forged the signature of a director. The secretary may incur personal liability to third parties in respect of contracts entered into purportedly on behalf of the company if sufficient care is not taken e.g. failing to make it clear that he is acting as an agent. The Act impose penalties upon a secretary for certain breaches of duty of e.g.

  1. Destroying or falsifying the company’s books with intend to fraud.
  2. Failure to make a return of allotment
  3. Failure to register charges
  4. Failure to comply with the provisions regarding annual returns.