Compliance Matters and periodic secretarial health checks

  • Ensuring that the Companies Act, Memorandum and Articles of Association and Shareholders Agreement (if any) are adhered to.
  • Ensuring compliance with regulatory and statutory requirements.
  • General compliance advisory services.

 

Management of Share Registry

  • Allotment of shares.
  • Transfer of shares.
  • Ensuring all transfer of shares conform to the Company’s Articles and the Companies Act.
  • Alteration of share capital (to include increase of nominal share capital, consolidation and subdivision of shares).
  • Issuing of share certificates where applicable.

Filing of Annual Returns

  • Preparation and filing of Annual Returns to the Registrar of Companies on the anniversary of the incorporation of the Company and subsequently on the last filed Annual Return.

Changes in the Company

  • Preparation and filing of requisite documents on changes in the Company within the stipulated timeline. Other than the change in shareholding and share capital mentioned above, these changes will include change in directorship, the company’s physical and postal addresses.

Business Secretarial Services

  • Registration of Sole proprietor
  • Registration of Partnership
  • Registration of Companies ( LTD)
  • NGO registration
  • NCA Registration and Renewal
  • Conversion & Cessation of business

Preparation and maintenance of the following Statutory Registers:

  • Register of directors.
  • Register of members.
  • Register of shares allotments.
  • Register of shares transfer.
  • Register of share certificates.
  • Register of charges and mortgages (if any).
  • Register of sealed documents.

Execution of Documents

  • Signing and stamping of documents on behalf of Directors.

 Board and Board Committees Meetings

  • Liaising with the Chair of the Board or Board Committee for the preparation of the notice and agenda for meetings.
  • Preparation and circulation of Meeting’s packs or papers.
  • Meetings attendance and taking of minutes.
  • Drafting and/or extracting of resolutions and action points from minutes as appropriate for execution and implementation.
  • Maintaining and updating records of minutes and resolutions.

Shareholders Meetings

  • Ensuring that Annual General Meetings (AGMs) are held every year and in accordance with the provisions of the Company’s Articles of Association and the Companies Act, 2015.
  • Preparation for AGM including preparation of the notice, agenda and Shareholder packs.
  • Meeting attendance and taking of minutes of the AGM.
  • Drafting and/or extracting of resolutions and action points from minutes as appropriate for execution and implementation.
  • Maintaining and updating records of minutes and resolutions.

Corporate Governance

  • General advisory services and implementation of corporate governance best practices.
  • Preparation and monitoring implementation of Board Charter and Code of Conduct.
  • Establishing terms of reference for Board Committees.
  • Assisting in Board composition and Directors Induction.

Board Recruitment, Placement and Induction

  •  Preparation of Board skills matrix.
  • Identification of criteria for proposed directors.
  • Identification and short listing of potential directors.
  • Liaising with the Board in the appointment of new directors.
  • Preparation and conduct of induction programme for new directors.

Board Evaluation

  • Planning and establishing the evaluation criteria.
  • Preparation and administering the board evaluation questionnaires.
  • Desk review of corporate information.
  • Conducting face-to-face interviews with directors.
  • Preparation of analysis and board evaluation report.

Stakeholder Relations

  • Preparing corporate information for communication to stakeholders such as shareholders, suppliers, employees, the media, etc.
  • Prepare communication and regular requisite updates to the Regulators where applicable.