Company
Registers and Duties of Company secretary- Laws of Uganda, Companies Act 1 of 2012, Laws of Uganda
1.
What registers should a company keep?
a)
A register of holders of
debentures to be kept at the registered office of the company. S. 98 (1)
b)
A register of charges to be
kept at the registered office of the company. S. 113(1)
c)
A register of members to be
kept at the registered office of the company except at another office or place
of work agreed upon. S. 119(2)
d)
A register of Director’s
shareholding with related particulars as respects each director kept at the
registered office of the company. S.215.
e)
A register of Directors and
Secretaries at the registered office of the company. S.228(1)
f)
A branch register to be kept in
any part of the commonwealth outside Uganda. S. 128(1)
The
Act punishes defaults in keeping of the registers, permitting inspections or
the taking of copies of registers. The penalties prescribed are fines on the
Company and each officer in default. The fines range from Ug. Shs. 20,000,000/=
to Ug. Shs. 100,000/=. Some fines accrue on a daily basis for each day of
default. In addition some defaults are prescribed as criminal offences.
2.
Role of a company secretary in a public and private company:
S.187
(1) of the Companies Act 1 of 2012 provides that every Company shall have a
secretary.
It
forbids a sole director from being a secretary. Therefore, it is mandatory that
every company has a secretary except for a single member company (s. 187(3)).
A
single member company is one where one person owns all the shares in the
private company.
S.190
provides for their qualifications.
It
provides that in a public company, a secretary should have requisite
knowledge and experience to discharge the functions of a company secretary. He
or she should be an advocate, a member of a body that appears to directors by
virtue of the position held to be capable, or he or she should belong to an
institute of Chartered public Accountants in Uganda or Institute of Chartered
Secretaries and Administrators.
Role and duty of the
secretary:
Article
10 of Table F provides for the role of the Company secretary.
Sub-article
(1) provides that the secretary shall have a pivotal role in corporate
governance. In detail:
a)
Issuing notices of the Board
and general meetings to the Directors and shareholders respectively.
b)
Taking minutes of the board
meetings and general meetings.
c)
Countersigning company
documents with the Directors of the company.
d)
Making the statutory filings of
the company at the Companies Registry.
e)
Keeping the company’s statutory
books and registers.
f)
The company secretary is
mandated to provide directors individually and collectively with detailed
guidance on discharging their responsibilities.
g)
The secretary’s role is to
induct or participate in the induction of directors;
h)
Assist the chairperson and the
chief executive officer in setting the annual board plan;
i)
Administer other strategic
board level matters,
j)
Provide a central source of
guidance on ethics and good governance
Table
F (Article 1(4)) of the Companies Act, the board (board of directors) can
delegate some powers to management and therefore this may include delegation to
the secretary.
Table
F sets out the code of corporate governance, a model for companies. It is
mandatory for public companies.
3.
A list of resolutions that can be made by the various organs of the
company
Annual
general meeting shall be held each year by public or private company. S.138.
All
general meetings other than annual general meetings shall be called
extraordinary general meetings.
The
AGM is held within 18 months from the date of incorporation. A return must be
filed after this meeting. (S.138 (3)). Each subsequent year, the company shall
hold an annual general meeting and it shall be not more than 15 months apart.
Decisions
passed or made at meetings are called resolutions. Resolutions are in
categories;
a)
Ordinary resolutions,
b)
Special resolutions which are
provided for by the Act clearly and passed at a general meeting; and
c)
Board resolutions which
comprise decision passed by the board of directors’ meeting.
All
business that is transacted at an extraordinary general meeting, and also at an
annual general meeting shall be special. Article 9 of Table A.
All
meetings must have quorum. 3 members is quorum in normal circumstances. In
exceptional circumstance, quorum may be or less. Article 10(1) & (2)
Any
notice shall for a meeting shall not be less than 21 days and it shall be in
writing. S.140
Resolutions
that can be passed by the general meeting or extra-ordinary meetings.
a)
Special resolution to alter
memorandum of association S. 10.
b)
Special resolution to alter
articles of association. S.16.
c)
Special resolution to
re-register a public company as private. S. 33.
d)
Special resolution for
reduction of share capital. S.76
e)
Ordinary resolution for
appointing auditors and remuneration of auditors. S.167.
f)
Special resolution of limited
liability Company making liability of directors unlimited. S.167
g)
Special resolution to authorize
amalgamation of a company. S. 241(4)(a)
4.
Other duties that in my opinion the Company secretary ought to
consider;
a)
Facilitate the Board in
performing their responsibilities to the Company.
b)
Support the Board to operate
effectively and efficiently i.e. by having an annual plan & budget approved
and complied.
c)
Coordinate Board Strategic
level matters and make the Board of Directors perform.
d)
Ensure statutory compliance by
the company for instance licenses and tax compliance.
e)
Highlight issues relating to
reputational risk and advise management.
