Company Registers and Duties of Company secretary- Laws of Uganda, Companies Act 1 of 2012

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.