The Evolving Role of Company Secretaries in Kenya: Duties in Public, Listed, and Private Companies
- Muhoro & Gitonga Associates
- Feb 7, 2024
- 5 min read
Updated: Oct 21
Table of Contents
Legal and Regulatory Framework Governing Company Secretaries in Kenya
Core Duties and Responsibilities of Company Secretaries
Role of Company Secretaries in Public Companies
Role of Company Secretaries in Listed Companies
Role of Company Secretaries in Private Companies
Recent Developments on Company Secretaries in Kenya
Why Every Company Needs an Effective Company Secretary
1. Introduction
In Kenya’s fast changing corporate environment, the role of a company secretary is central to good governance, compliance, and sustainable business growth. Whether in a public, listed, or private company, the company secretary is the custodian of governance processes and a vital link between the board of directors, shareholders, regulators, and other stakeholders.
The Companies Act, 2015 and the Capital Markets Authority (CMA) Guidelines on Corporate Governance Practices by Public Listed Companies in Kenya place strong emphasis on the functions of company secretaries. Recent court decisions have further clarified their legal obligations and personal liability. This makes understanding their evolving role critical for businesses in Kenya today.
2. What is a Company Secretary?
A company secretary, sometimes called a corporate secretary, is an officer charged with ensuring a company complies with statutory and regulatory obligations. Beyond administrative work, they play an advisory role to the board and ensure proper implementation of corporate governance frameworks.
In Kenya, the Companies Act, 2015 requires every public company to appoint a qualified company secretary who is a member of the Institute of Certified Secretaries of Kenya (ICS). Private companies may appoint one voluntarily, though this is strongly encouraged as best practice.
3. Legal and Regulatory Framework Governing Company Secretaries in Kenya
The role of company secretaries in Kenya is anchored in several legal instruments, including:
The Companies Act, 2015 – Main law governing company formation, administration, and secretarial functions.
Capital Markets Act and CMA Regulations – Applicable to listed and public companies, with mandatory governance and disclosure standards.
Nairobi Securities Exchange (NSE) Listing Rules – Additional compliance and reporting requirements for listed companies.
The Certified Public Secretaries of Kenya Act – Provides for regulation of professional company secretaries through the Institute of Certified Secretaries.
4. Core Duties and Responsibilities of Company Secretaries
4.1 Compliance with Legal and Regulatory Requirements
Company secretaries ensure that:
Annual returns and statutory filings are lodged with the Registrar of Companies on time.
Statutory registers (members, directors, charges, beneficial ownership) are maintained accurately.
The company complies with the Companies Act, CMA rules, NSE rules, and governance codes.
4.2 Facilitating Board and Shareholder Meetings
They prepare agendas, circulate board papers, take minutes, and keep records of resolutions. They also issue shareholder notices, organize AGMs/EGMs, and ensure communication with members is efficient and transparent.
4.3 Strategic Advisory to the Board
Company secretaries advise directors on compliance, corporate governance, and regulatory risks. They provide insights into new laws and help directors make informed strategic decisions.
4.4 Promoting Ethical Conduct and Corporate Responsibility
Secretaries oversee adoption of ethical policies, anti-corruption measures, whistle-blowing frameworks, and CSR initiatives, ensuring alignment with ESG expectations.
5. Role of Company Secretaries in Public Companies
5.1 Corporate Governance and Board Support
They manage board operations and ensure compliance with CMA and Companies Act requirements.
5.2 Regulatory Reporting and Compliance
Public companies must prepare audited annual financial statements, submit compliance reports, and disclose material information to regulators.
5.3 Shareholder Relations and Communication
Company secretaries safeguard shareholder rights, organize AGMs, and coordinate dividend payments and investor queries.
6. Role of Company Secretaries in Listed Companies
6.1 Compliance with NSE and CMA Regulations
Listed companies face stricter obligations under NSE Listing Rules and CMA requirements. The secretary ensures timely disclosures, insider trading monitoring, and compliance with continuous reporting obligations.
6.2 Corporate Governance Best Practices
Secretaries help boards adopt corporate governance codes, develop governance policies, and provide continuous training for directors.
6.3 Crisis and Reputation Management
In periods of financial distress or regulatory investigations, secretaries coordinate crisis communication, liaise with regulators, and mitigate reputational risks.
7. Role of Company Secretaries in Private Companies
7.1 Compliance and Administration
They maintain registers, file returns, and ensure the company complies with the Companies Act.
7.2 Support to Boards and Shareholders
Secretaries organize meetings, draft resolutions, and provide advice on legal compliance to directors and shareholders.
7.3 Corporate Planning and Risk Management
They play a role in risk assessment, business continuity, and helping management develop long-term strategies.
8. Recent Developments on Company Secretaries in Kenya
The 2022 CMA Corporate Governance Code places increased responsibility on secretaries to ensure boards embrace ESG (Environmental, Social, and Governance) reporting.
9. Why Every Company Needs an Effective Company Secretary
Ensures compliance with law, preventing costly fines.
Enhances corporate governance, building investor and public confidence.
Provides strategic insight for better board decision-making.
Acts as a bridge between stakeholders and management.
Protects the company’s reputation and integrity in the market.
10. Conclusion
The role of company secretaries in Kenya has evolved from being administrative officers to becoming central advisors in compliance, governance, and corporate strategy. Public and listed companies must appoint qualified secretaries, while private companies are strongly encouraged to do so.
With increased regulatory scrutiny, ESG demands, and active judicial oversight, company secretaries today are indispensable to the health and success of Kenyan companies.
For professional company secretarial services or guidance on compliance and governance in Kenya, contact our legal team for tailored support.
11. Frequently Asked Questions (FAQs)
Q1: Is it mandatory for all companies in Kenya to have a company secretary?
No. It is mandatory for all public companies under the Companies Act, 2015. Private companies may appoint one voluntarily, though it is best practice.
Q2: What qualifications must a company secretary have in Kenya?
They must be a member of the Institute of Certified Secretaries of Kenya (ICS).
Q3: Can directors delegate compliance duties entirely to the company secretary?
No. Directors retain ultimate responsibility. The secretary supports but does not replace director accountability.
Q4: What are the penalties for failing to file returns?
Companies face fines and possible deregistration. Officers, including secretaries, may be held personally liable.
