Appointment of Company Secretary

Role Overview

This role is responsible for overseeing the corporate secretariat function of a Kenyan organisation, ensuring that all legal registrations, governance filings, and board procedures are handled accurately and on time. Day to day, you will maintain the company’s statutory records, prepare official submissions to the Registrar of Companies, advise leadership on legal duties under the Companies Act and the organisation’s Articles of Association, and support meetings of the board and members. Your work protects the organisation from compliance gaps and gives decision-makers confidence that every resolution, appointment, and meeting follows proper legal process.

Key Responsibilities

• Oversee the accuracy and custody of the company’s statutory registers, including those for members, directors, secretaries, beneficial owners, interests, and charges where applicable.
• Draft, collate, and submit annual returns, beneficial ownership declarations, registrable resolutions, and updates on company details to the Registrar of Companies within statutory deadlines.
• Build and maintain a compliance calendar that flags every impending corporate filing and notification, and proactively brief leadership on upcoming obligations.
• Interpret and advise the Board, Chairperson, and Secretariat on the Companies Act (Cap. 486), the Articles of Association, directors’ duties, members’ rights, quorum rules, voting procedures, and corporate authority.
• Review board and committee notices, agendas, supporting papers, minutes, and proposed resolutions for procedural accuracy and alignment with the constitution and law.
• Prepare or verify written resolutions, circular resolutions, and member-driven instruments; also advise on signing formal documents, authenticating records, and applying the company seal when necessary.
• Provide hands-on support for Annual General Meetings and other membership gatherings, covering documentation such as proxies, agendas, notices, voting materials, quorum checks, minutes, and post-meeting filings.
• Advise on director and officer transitions, including appointments, resignations, retirements, and replacements, while preparing the required filings and handling or recording any conflicts of interest.
• Act as the primary liaison with the Registrar of Companies and other authorities on secretarial matters, coordinate the secure handover of records upon engagement termination, and when requested, issue concise governance opinions or facilitate director inductions on statutory obligations and governance arrangements.

Requirements & Qualifications

• Current registration as a Certified Secretary in Kenya, along with a valid practising certificate.
• Active membership in good standing with the Institute of Certified Secretaries.
• Valid KRA Tax Compliance Certificate; if applying as a firm, valid registration documents and a business permit.
• Current professional indemnity insurance coverage.
• At least seven (7) years of post-qualification experience, with a proven track record as a lead company secretary or equivalent senior governance role.
• Demonstrated experience supporting Boards and Board Committees, managing statutory filings, and coordinating Annual General Meetings.
• Preference will be given to candidates who have worked with a company limited by guarantee, membership organisation, professional association, or public-interest entity.
• Ability to provide a signed declaration confirming independence, confidentiality, and disclosure of any actual or potential conflicts of interest.