Company Secretary
What is a company secretary?
A company secretary is a person appointed to help ensure a company complies with legal and regulatory requirements. They handle important administrative tasks like keeping company records, preparing board resolutions, filing documents with the CIPC, and ensuring the board follows corporate governance rules.
In South Africa, having a company secretary is only mandatory for public companies and certain state-owned enterprises. Most private companies (Pty Ltd) do not require one, but they may still appoint one voluntarily for added governance support.
Does my private company need a company secretary?
No – if you’re running a private company (Pty Ltd), South African law does not require you to appoint a company secretary. This requirement only applies to public companies and certain state-owned entities.
That said, some private companies choose to appoint one anyway, especially if they have a complex ownership structure or external investors. A company secretary can help ensure compliance, manage filings, and support the board with formal decision-making processes.
What does a company secretary do?
The company secretary acts as a key compliance officer and administrative support to the company. Common duties include:
- Maintaining statutory registers (e.g. share register, director register)
- Ensuring timely submission of CIPC documents (e.g. director changes, annual returns)
- Taking minutes at board meetings and recording resolutions
- Advising directors on their legal duties under the Companies Act
In public companies, the company secretary must also report to the board and ensure proper corporate governance practices are followed.
Can anyone be a company secretary?
Not necessarily. In a public company, the appointed company secretary must have the necessary qualifications or experience, such as being an admitted attorney, chartered accountant, or someone with corporate governance expertise.
For private companies, if one is appointed, the law is more flexible, but it’s still recommended to choose someone who understands company law and compliance requirements.
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