WHAT DOES A COMPANY SECRETARY DO? A COMPLETE GUIDE FOR BUSINESSES IN GHANA AND BEYOND
In Ghana, every company incorporated under the Companies Act, 2019 (Act 992) is legally required to appoint a company secretary. Globally, the role carries even more weight in regulated and listed environments. Yet many business owners still ask; “what does a company secretary actually do?”
What is a company secretary?
A company secretary is a senior officer of the company responsible for ensuring that the organisation complies with all applicable legal, regulatory, and governance obligations. Despite the title, the role is far from administrative; it sits at the intersection of law, governance, and strategic management.
In smaller businesses, the company secretary may be one of the directors or an external firm (such as Scribe Advisory). In larger corporations and listed companies globally, it is a dedicated, full-time executive position.
“The company secretary is the guardian of corporate governance, the person who ensures the board operates lawfully, records its decisions accurately, and keeps the company in compliance at every level.”
Key responsibilities of a company secretary
The duties of a company secretary span several critical areas of business management:
1. Statutory compliance and filings
The secretary ensures the company meets all filing deadlines and obligations with the relevant regulatory authority in Ghana: the Registrar General's Department (RGD). Globally, this includes Companies House in the UK, ACRA in Singapore, CAC in Nigeria, and similar bodies.
2. Board and meeting management
From issuing board meeting notices to preparing agendas, recording minutes, and following up on action items, the company secretary is the operational engine behind every board and shareholder meeting.
3. Maintenance of statutory registers
Companies are legally required to keep and update a range of registers. These include the Register of Members, the Register of Directors, the Register of Secretaries, and the Register of Charges. The company secretary owns and maintains all of these.
4. Shareholder relations and communications
The secretary acts as the formal point of contact between the company and its shareholders, handling notices, dividends, resolutions, and share transfers in line with the company's constitution and applicable law.
5. Corporate governance advisory
A strong company secretary advises the board on governance best practices, directors' duties, conflicts of interest, and changes in legislation proactively, not reactively.
6. Document custody and execution
The secretary is responsible for the custody of the company seal (where applicable), execution of contracts, and safekeeping of the company's incorporation documents and constitutional records.
Company secretary requirements under Ghana’s Companies Act, 2019 (Act 992)
Under Act 992, every company in Ghana must appoint a company secretary. The law requires that the individual:
Is a natural person (not a corporate body, unless otherwise permitted)
Possesses appropriate qualifications or experience; legal, accounting, or governance expertise is strongly recommended
Is accessible in Ghana for statutory correspondence and filings
Is formally appointed by the board via a board resolution
Is registered with the Registrar General's Department upon appointment
Has their appointment updated in the company's Register of Secretaries
The appointment must be filed with the RGD within the prescribed timeframe following the passing of the board resolution. Failure to appoint a secretary or maintain the register is an offence under Act 992.
Company Secretary requirements: An international comparison.
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Public companies must have a qualified secretary under the Companies Act 2006. Private companies are no longer required to appoint one but best practice strongly recommends it. The Institute of Chartered Secretaries and Administrators (ICSA) sets professional standards.
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All companies must appoint a company secretary within 6 months of incorporation under the Companies Act. The secretary must be ordinarily resident in Singapore and is regulated by ACRA.
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Required under the Companies and Allied Matters Act (CAMA 2020). The Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN) is the professional body.
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Public and state-owned companies must appoint a company secretary under the Companies Act 71 of 2008. The individual must be a resident and suitably qualified.
The common thread across all jurisdictions is clear: governance matters, and the company secretary is the mechanism through which governance is operationalised.
IN-HOUSE VS OUTSOURCED COMPANY SECRETARY: WHICH IS RIGHT FOR YOU?
Signs you need an outsourced company secretary
You are an SME or startup without a dedicated legal or compliance team
Your directors are focused on operations and cannot manage statutory filings
You have recently incorporated and need immediate compliance support
Your business operates across multiple jurisdictions
You want cost-effective governance without the overhead of a full-time hire
You are preparing for an investment, a board expansion, or regulatory scrutiny
Outsourcing your company secretarial function to a specialist firm like Scribe Advisory gives you access to experienced governance professionals at a fraction of the cost of an in-house appointment — while ensuring your company stays fully compliant at all times.
Frequently asked questions
Can a director also serve as the company secretary in Ghana?
Under Act 992, a sole director cannot also serve as the company secretary. However, where there is more than one director, one of them may be appointed as secretary, subject to the company's constitution.
What happens if a company does not have a company secretary?
Operating without a company secretary is an offence under Ghana's Companies Act, 2019. The company and its officers may be liable to fines and sanctions by the Registrar General's Department.
Does a company secretary need to be based in Ghana?
For Ghanaian companies, the secretary must be accessible in Ghana for statutory and regulatory correspondence. Foreign companies operating in Ghana should ensure local representation.
How much does a company secretary cost in Ghana?
Fees vary depending on the size and complexity of the company. Outsourced secretarial services are typically more cost-effective than a full-time hire, with flexible packages tailored to startups, SMEs, and larger entities.
The bottom line
A company secretary is not a luxury reserved for large corporations; it is a legal requirement and a governance necessity for any serious business, regardless of size or geography. From ensuring your board meetings are properly minuted to keeping your statutory registers up to date and your filings current, the right company secretary quietly protects everything you have built.
Whether you are based in Accra, Lagos, London, or Dubai, good governance starts with getting the basics right.
Scribe Advisory provides outsourced company secretarial services for businesses in Ghana and internationally. We handle the compliance so you can focus on growth.