What is a Company Secretary? The Roles and Legal Responsibilities Explained
In Kenya’s dynamic corporate landscape, compliance, governance, and legal oversight are more critical than ever. A key player in ensuring that a company operates within the framework of Kenyan law and best corporate practices is the Company Secretary. Whether you are a startup founder, a managing director, or a finance professional, understanding the role of a company secretary is essential for smooth operations and regulatory compliance.
In this comprehensive guide, we explore what a company secretary is, the legal and practical responsibilities of the role, and how Adamjee Auditors can help your business maintain impeccable compliance standards.
Who is a Company Secretary in Kenya?
A Company Secretary, sometimes referred to as a corporate secretary, is a senior officer in a company responsible for ensuring compliance with statutory and regulatory requirements. Under Kenya’s Companies Act 2015, every public company is required to appoint a company secretary. Private companies, while not strictly required, often appoint one to maintain proper governance and regulatory compliance.
A company secretary acts as a bridge between the board of directors, shareholders, and regulators, ensuring that the company adheres to corporate governance best practices.
Key legal reference: Companies Act 2015, Sections 391–392.
For more on professional compliance support, Adamjee Auditors offers tailored company secretarial services to help businesses maintain full statutory compliance.
Core Responsibilities of a Company Secretary
The responsibilities of a company secretary are both administrative and strategic, often extending beyond mere compliance. They include:
Statutory Compliance and Regulatory Filings
-
Filing annual returns with the Registrar of Companies.
-
Ensuring the company meets its obligations under Kenyan Tax Law, including submissions to the KRA.
-
Maintaining statutory registers and records, including shareholders, directors, and minutes of meetings.
Adamjee Auditors can assist with accurate filings and timely compliance through our tax compliance services.
Board Advisory and Governance Support
The company secretary serves as the advisor to the board of directors, providing guidance on:
-
Corporate governance best practices.
-
Regulatory and legal implications of board decisions.
-
Conflict-of-interest policies and fiduciary duties.
This role ensures that decisions made by the board are both legally sound and strategically aligned with the company’s goals. For tailored corporate advisory, explore our CFO advisory services.
Meeting Management and Record-Keeping
Company secretaries are responsible for organizing and documenting:
-
Board meetings – agenda preparation, notices, and minutes.
-
Annual General Meetings (AGMs) – ensuring compliance with notice periods and shareholder rights.
-
Proper document storage for audits and regulatory inspections.
Accurate records also support audit and assurance processes, helping your business avoid costly penalties.
Shareholder Relations
Maintaining strong communication with shareholders is a vital part of the company secretary’s duties:
-
Issuing dividend notices.
-
Managing share transfers and allotments.
-
Facilitating the smooth execution of shareholder resolutions.
This is especially crucial for publicly listed companies, where transparency and timely information are legally mandated.
Risk Management and Compliance Monitoring
The company secretary ensures that the company identifies and mitigates regulatory and operational risks:
-
Monitoring compliance with employment laws, tax obligations, and sector-specific regulations.
-
Advising the board on risk mitigation strategies.
-
Coordinating with internal auditors and external compliance consultants.
For hands-on support, Adamjee Auditors provides audit services in Nairobi to ensure that risks are proactively identified and managed.
Legal Obligations Under Kenyan Law
Kenya’s Companies Act 2015 outlines several legal responsibilities for company secretaries:
-
Filing statutory documents: Every company secretary must ensure timely filing of annual returns, notices of change of directors, and any amendments to the memorandum or articles of association.
-
Maintaining registers: Directors’ register, members’ register, and charges register.
-
Certifying documents: Certain documents must be certified by the company secretary for legal purposes, such as share allotments or board resolutions.
-
Advising on statutory compliance: The company secretary provides guidance on Corporate Governance Codes and other regulatory requirements.
Failure to adhere to these obligations can result in penalties, fines, and even legal action against the company and its officers.
Our compliance checker tool helps businesses proactively monitor adherence to statutory obligations.
Why Every Business Needs a Company Secretary
While public companies are legally required to appoint a company secretary, private businesses also benefit from having one:
-
Ensures Regulatory Compliance – Reduces the risk of KRA audits or penalties.
-
Supports Board Decisions – Ensures decisions comply with the law and governance standards.
-
Improves Investor Confidence – Transparent practices attract investors.
-
Mitigates Legal Risks – Ensures contracts, agreements, and statutory filings are accurate and timely.
A competent company secretary complements the work of bookkeeping services and payroll management to provide an integrated compliance ecosystem.
How Adamjee Auditors Supports Company Secretarial Functions
Adamjee Auditors provides comprehensive company secretarial services tailored to Kenyan businesses of all sizes. Our team of experts ensures:
-
Full compliance with Companies Act 2015 and sector-specific regulations.
-
Accurate and timely statutory filings with the Registrar of Companies.
-
Proper board and shareholder documentation, including minutes, resolutions, and registers.
-
Guidance on corporate governance and strategic decision-making.
By partnering with Adamjee Auditors, you ensure that your company not only meets legal requirements but also benefits from strategic advisory for sustainable growth.
Frequently Asked Questions (FAQs)
Is a company secretary required for all companies in Kenya?
Only public companies are legally required to appoint a company secretary. Private companies may appoint one voluntarily to strengthen governance and compliance.
Can the company secretary also be a director?
Yes, but best practice recommends separating these roles to avoid conflicts of interest. Adamjee Auditors advises on optimal corporate governance structures to balance responsibility and accountability.
What are the penalties for non-compliance?
Failure to comply with statutory obligations can result in fines, legal sanctions, and reputational damage. Our audit services Nairobi help detect compliance gaps early.
How does a company secretary interact with KRA?
While the company secretary is primarily responsible for corporate compliance, they often coordinate with tax consultants for filing and reporting, ensuring full tax compliance in Kenya.
Can startups benefit from a company secretary?
Absolutely. Early appointment ensures governance frameworks are in place, supports investor confidence, and prevents future legal complications.
Partner with Kenya’s Leading Company Secretarial Experts
The role of a company secretary is critical to business integrity, legal compliance, and investor confidence. With increasing regulatory scrutiny and complex corporate requirements, professional support is no longer optional—it is essential.
Adamjee Auditors provides expert guidance and hands-on support for all your company secretarial needs, helping your business navigate Kenyan corporate law confidently.
Get Expert Financial & Audit Guidance Today
Navigating Kenya’s financial and regulatory landscape can be complex. Don’t leave your company’s compliance to chance. Let our experts at Adamjee Auditors provide the clarity and support you need.
Contact us today for a consultation on our comprehensive audit, tax, and advisory services.
NAIROBI OFFICE Park View Heights, Mombasa Road, Floor M3
Contact us: +254 750 053 053
Email: madamjee@adamjeeauditors.co.ke
MOMBASA OFFICE Suite 401, Motorwalla Building, Jomo Kenyatta Road
Contact us: +254 717 908 241
Email: info@adamjeeauditors.co.ke
We are social. Let’s chat!
Serving Clients Across Kenya: Nairobi, Mombasa, Kisumu, Nakuru, Eldoret, Thika, Malindi, Kitale, Garissa, Kakamega, Nyeri, Meru, Machakos, Voi, Lamu, Naivasha, Kericho, Nanyuki, Embu, Kitui
