Most Ghanaian small business owners don't know what a company secretary does — or that having one is a legal requirement. The Companies Act 2019 (Act 992) requires every company to appoint a company secretary. Non-compliance is a criminal offence. Here's what you need to know.
Is a Company Secretary Required?
Yes. Section 211 of the Companies Act 2019 makes it mandatory for every company to have a company secretary. The secretary must be a natural person (not another company) and must be resident in Ghana.
What Does a Company Secretary Do?
The company secretary is the primary compliance officer for the company. Key responsibilities:
Statutory Filing and Records
- Filing annual returns with the Registrar-General's Department
- Maintaining the statutory registers: members' register, directors' register, charges register
- Filing any changes (new directors, change of address, change of name) with the RGD
- Keeping the company's statutory books in order
Board and Shareholder Meetings
- Organizing board meetings — sending notices, preparing agendas
- Taking and maintaining minutes of board and general meetings
- Organizing the Annual General Meeting (AGM)
- Ensuring resolutions are properly passed and recorded
Document Authentication
- Certifying company documents (certified copies of resolutions, registers)
- Affixing the company seal (if applicable) in the presence of a director
- Executing documents on behalf of the company as authorized
Compliance Advice
Advising directors on their legal obligations, ensuring the company's governance meets legal requirements, and flagging compliance issues before they become problems.
Who Can Be a Company Secretary?
The Companies Act 2019 requires the secretary of a public company to be professionally qualified. For private companies, the requirement is less strict — but the secretary must:
- Be a natural person (not a company)
- Be resident in Ghana
- Have the knowledge and skills required to discharge the functions
For private SMEs, a director can also serve as company secretary (though this reduces the independence of the role). Many small companies use a lawyer or accountant as their company secretary.
Consequences of Not Having a Company Secretary
- Criminal offence — the company and every defaulting director are liable to a fine
- Annual returns cannot be properly filed
- Board resolutions may be challenged as improperly passed
- Bank accounts and financing may be affected (banks often ask for secretary certification)
- Due diligence by investors will reveal the non-compliance
Practical Approach for SMEs
For a small company, the most practical approach is:
- Appoint a qualified lawyer or accountant as company secretary (part-time or retainer basis)
- Cost: GHS 2,000–8,000 per year for a professional retainer
- This covers annual returns filing, meeting minutes, RGD filings, and ongoing compliance advice
This is significantly cheaper than the fines and complications of non-compliance.
Get your company set up correctly. Use our free Business Structure Finder. Read about filing annual returns and corporate governance for SMEs.