THE COMPANY SECRETARY AND CORPORATE GOVERNANCE UNDER NIGERIAN COMPANY LAW: REASSESSING THE SMALL-COMPANY EXEMPTION UNDER CAMA 2020

Abstract

The company secretary occupies an increasingly significant position in Nigerian corporate governance and regulatory compliance. Section 330(1) of the Companies and Allied Matters Act 2020 (CAMA 2020) requires every company, other than a qualifying small company, to appoint a secretary. That exemption reflects a legislative preference for proportionate regulation and lighter compliance burdens on smaller enterprises, yet it raises a governance question: whether dispensing with the mandatory appointment of a secretary also creates uncertainty over who remains responsible for the functions the office ordinarily performs. Against this background, the authors argued that exemption from appointing a secretary should not be read as an exemption from the corporate governance and compliance obligations the office ordinarily discharges, and that the financial and ownership criteria used to define a small company do not always track its governance complexity. The paper therefore maintained that rather than abolishing the exemption, the need for a graduated framework under which qualifying small companies retain the statutory exemption while receiving greater clarity on responsibility for secretarial and compliance functions, on voluntary appointment of competent secretaries on transition, when a company outgrows small-company status, and on governance-sensitive regulatory intervention. The authors concluded that such an approach would preserve proportionality while strengthening corporate accountability under Nigerian law.