You have decided to start your own company. You are on the right track. Now, you need to appoint a company secretary. Appointing a company secretary is one of the main requirements before you can apply for a Certificate of Incorporation. Before you appoint the company secretary of your choice, there are certain things you need to know.
What is a Company Secretary?
A company secretary advises board members of their statutory responsibilities to ensure that the company and its directors operate within the law.
According to the Companies Act of Botswana, every company is required to appoint a company secretary within three months of incorporation except for close companies, which are required to appoint accounting officers. A ‘company secretary’ or ‘company secretarial services’ should be appointed to safeguard the interests of the business, and should be independent.
There is but an exception for close companies. They appoint accounting officers. The is reasons behind this and the role the company secretary plays are as follows:
- Responsible to the Board of the company for preparing all post-incorporation notices. These include annual returns and changes.
- Be responsible to the Board of the company for issuing notices of meetings. Also responsible to respond to all inquiries in relation to notices of meetings.
- Maintain a register of shareholders, directors, and secretaries.
- Ensure together with the directors, that the company keeps accounting records.
- Maintain an adequate system of record keeping.
How to choose Company Secretary
Generally, you want to team up with an organization that offers you more than just registration. Choose a partner that will be with you along the business growth journey. A company secretary operating in Botswana must demonstrate through a practicing license to be one of the following:
- A legal practitioner
- A member of the Botswana Institute of Accountants
- A member of the Southern African Institute of Chartered Secretaries and Administrators
- A member of the Association of Business Consultants of Botswana
- A member of the Botswana Association of Company Secretaries
What does a Company Secretary do?
1. They guide and help with all post-incorporation notices
A company secretary guides and helps with all post-incorporation notices. These include annual returns and any changes to company regulations.
They issue all notices of meetings to the board. They also respond to all inquiries about notices of meetings.
2. They keep things up to date
They keep up to date and maintain a register of shareholders, directors, and secretaries. They also ensure together with the directors, that the company keeps accounting records.
That is, a company secretary submits changes of name and company constitution. They ensure compliance with annual returns. A company secretary completes transfers of shares, issues a share certificate, and keeps a share register.
3. Maintain an adequate system of record-keeping
A company secretary keeps company records up to date. He/she keeps a share registry to ensure these records are up to date every time there I a change in your company.
Company Secretary Scenario Example
Say you would like to add a new shareholder to your company. The process will include a transfer of shares from one shareholder to another. The records kept by the secretary in the form of a share registry are a requirement in your submissions. Where the secretary makes this application and submission for you, the record continues. What has changed is highlighted through the registry.
Keep in mind a company secretary will assist you in understanding and being compliant with the Companies Act of Botswana.
The role of a company secretary include:
- Preparation of all post-incorporation notices including annual returns and changes
- Issuing notices of meetings and respond to all inquiries about notices of meetings
- Maintaining a register of shareholders, directors, and secretaries
- Ensure together with the directors, that the company keeps accounting records
- They maintain an adequate system of record-keeping