CAC Appointment and Change of Secretary in Nigeria: A Practical Compliance Guide
Appoint, remove, or file a CAC company secretary change in Nigeria under CAMA 2020. Covers small companies, public company qualifications, 14-day notice of appointment or removal, secretary particulars, annual return, incorporated trustees, and CAC portal filing documentation.
A company secretary is a statutory officer under Nigerian company law, not a clerical title. Under the Companies and Allied Matters Act 2020 (CAMA 2020), the Corporate Affairs Commission (CAC) expects accurate records of who holds that office, what their secretary particulars are, and when those details change. This guide explains when you must appoint a company secretary, how directors appoint or remove one, and how to complete a CAC company secretary change as a post-incorporation matter.
The rules differ for small companies, other private companies, public companies, and incorporated trustees. Getting the distinction right avoids rejected filings, daily penalties, and gaps in regulatory compliance.
When a Company Secretary Is Required in Nigeria
Mandatory appointment under CAMA 2020
Section 330 of CAMA 2020 requires every company to have a secretary, except a small company. Public companies have no exemption. If a public company fails to appoint a secretary, the company and every officer in default are liable to penalties specified by the Commission, with continuing daily penalties if the default continues.
A small company may still choose to appoint a secretary. Many do so because banks, investors, and counterparties expect a named officer who can sign statutory documents and keep the register in order.
What counts as a small company
A company is a small company only if it meets all the qualifying conditions in section 394(3) of CAMA 2020 for the relevant financial year. Those conditions are:
- It is a private company.
- Its turnover is not more than ₦120 million, or such other amount as the Commission may fix.
- Its net assets value is not more than ₦60 million, or such other amount as the Commission may fix.
- None of its members is an alien.
- None of its members is a government, government corporation or agency, or a nominee of any of them.
- Where the company has a share capital, the directors between themselves hold at least 51 percent of the equity share capital.
Because the conditions are cumulative, a private company with a foreign shareholder cannot rely on the small-company exemption. That company must appoint a company secretary even if its turnover and assets are modest. Thresholds can be revised by the Commission, so confirm the figures in force before treating the exemption as available.
Who may act if the office is vacant
Where the office is vacant, or the secretary is absent or unable to act, an officer authorised generally or specially by the board may perform the secretary’s functions for the time being. That is a stop-gap. It does not replace the duty to appoint a secretary where the law requires one, nor does it remove the duty to notify the CAC of a change.
Company Secretary Role and Duties
Core statutory functions
The company secretary role under CAMA 2020 is a compliance and governance function. Typical duties include:
- Attending meetings of the company, the board, and board committees, and providing the secretarial services those meetings require.
- Advising the meeting on compliance with the Act, the company’s constitution, and applicable regulations.
- Maintaining the statutory registers the company is required to keep.
- Filing returns and notices with the CAC, including changes in directors and secretaries and the annual return.
- Carrying out other administrative and secretarial duties directed by the board.
The secretary does not, without board authority, exercise powers vested in the directors. The office supports the board; it does not replace it.
Regulatory compliance filings the secretary usually drives
In practice, the secretary is the officer who keeps post incorporation matters on schedule. Common CAC filings include notice of changes in directors and secretaries or in their particulars, return of allotment, changes to the registered address or share capital, and the annual return. Missing these deadlines is what most often blocks a later CAC company secretary change, because the Commission generally will not process officer changes while annual returns are outstanding.
Who Can Be Appointed as Secretary
Private companies
For a private company, the directors must take reasonable steps to ensure that the person appointed appears to have the knowledge and experience needed to discharge the functions of a secretary. CAMA 2020 does not impose the same closed list of professional qualifications that applies to public companies. An individual or a firm may be appointed, provided the board is satisfied as to competence.
Public companies
Section 332 sets a stricter test for a public company. A person shall not be appointed secretary unless that person is one of the following:
- A member of the Institute of Chartered Secretaries and Administrators (in Nigeria, ICSAN).
- A legal practitioner within the meaning of the Legal Practitioners Act.
- A member of any professional body of accountants established by an Act of the National Assembly.
- A person who has held the office of secretary of a public company for at least three years of the five years immediately before the appointment.
- A firm or body corporate whose partners, directors, or members include persons qualified as above.
Evidence of qualification should be kept with the board papers and uploaded with the filing documentation where the CAC portal requests it.
Register of secretaries
Only public companies are required to keep a register of secretaries. Where a register is kept, it must record the secretary particulars prescribed by the Act, including, for an individual, name and any former name, and address details, and, for a corporate secretary or firm, the corporate or firm name and registered or principal office. Private companies that appoint a secretary should still keep internal records of the same particulars, because those details are what the notice to the CAC must contain.
How to Appoint a Company Secretary
Who has the power to appoint
Under section 333(1), a secretary is appointed by the directors. Where the company has a single director, that director may exercise the power. Appointment is therefore a board matter, not a members’ resolution, unless the company’s constitution imposes an extra internal step.
Practical steps to appoint a company secretary
- Confirm that the proposed secretary meets the qualification test that applies to the company.
- Pass a board resolution stating the name of the appointee, whether the secretary is an individual or a body corporate, and the effective date.
- Obtain a signed consent to act. Section 339 requires that notice of a person becoming secretary be accompanied by that person’s consent.
- Collect secretary particulars: full name, any former name, date of birth, nationality, gender, service address, residential address, email, phone number, identity type and number, and, for a corporate secretary, the firm or company name, registration number, and principal office.
- Update internal records, and, if the company is public, the register of secretaries.
- File the notice of appointment with the CAC within 14 days.
Filing documentation for an appointment
Typical filing documentation includes the board resolution or a certified extract, the consent letter, a valid means of identification for an individual secretary, and proof of professional qualification where the company is public. For a corporate secretary, include evidence of registration of the firm or company. The application on the CAC portal is authenticated by a director, the secretary, or another authorised officer.
Official CAC forms published for this purpose include the Appointment of Secretary form (CAC 8), which is used to appoint an individual or corporate secretary and is not the form for a mere change of details. Older notices such as Form CAC 2.1 were also used for appointment or change of company secretary. The live post-incorporation service on the portal is the controlling route; complete the online fields the system presents rather than relying on a superseded paper form alone.
How to Remove a Company Secretary
Private companies
Section 333(1) allows the directors to remove a secretary, subject to the safeguards in that section. Those safeguards are drafted for public companies. For a private company, removal is effected by a board resolution (or by the sole director). There is no statutory requirement to give the seven-working-day defence notice that applies to public companies, although a fair internal process and a clear resignation or removal letter reduce disputes.
Resignation is equally effective once accepted or once it takes effect under its terms. The company must still notify the CAC that the person has ceased to be secretary.
Public companies: the statutory removal procedure
Where the board intends to remove the secretary of a public company, section 333(2) requires written notice that:
- states that removal is intended;
- sets out the grounds;
- gives at least seven working days to make a defence; and
- gives an option to resign within seven working days.
What happens next depends on the secretary’s response and the ground relied on:
- If the secretary neither resigns nor defends within the period, the board may remove the secretary and must report to the next general meeting.
- If a defence is made and the board finds it insufficient, and the ground is fraud or serious misconduct, the board may remove the secretary and must report to the next general meeting.
- If the ground is something other than fraud or serious misconduct, the board must not remove the secretary without the approval of the general meeting. The board may suspend the secretary and must report to the next general meeting. A removal approved by the general meeting takes effect from the time the meeting determines.
Skipping this procedure in a public company exposes the removal to challenge and can cause the CAC filing to be queried.
Notice of removal and replacement
File a notice of removal (CAC Form CAC 8A is the Commission’s notice of termination of a secretary’s appointment, and it is not the form used to appoint a replacement). If a new secretary is appointed at the same time, file the notice of appointment as well, with consent and particulars. Where the office is mandatory, do not leave it vacant longer than necessary.
CAC Company Secretary Change: Portal Filing
The 14-day rule
Section 339 requires the company, within 14 days, to notify the Commission when a person becomes or ceases to be secretary, and when any change occurs in the particulars contained in the register of secretaries. The notice must state the date of the change. Notice that a person has become secretary must include the new secretary particulars and be accompanied by consent to act. Default makes the company and each officer liable to a daily penalty in an amount the Commission specifies.
Treat appointment of secretary, removal of secretary, and a change of secretary particulars as three different events. A change of name or address of the same secretary is a change in particulars. Replacing one person with another is an appointment and a cessation, each of which needs its own notice.
Using the CAC portal
Post incorporation matters of this kind are filed on the CAC post-incorporation portal (the iCRP service). In practice, access and submission are handled by an accredited agent CAC has registered to file on behalf of companies. The usual sequence is:
- Confirm that the annual return position is up to date. Practitioners and filing agents consistently report that the CAC will not approve a change of secretary, or other officer changes, while annual returns are outstanding.
- Sign in, open the company’s post-incorporation dashboard, and select the service for appointment, removal, or change of secretary particulars.
- Enter company details (registered name and RC number), the date of the resolution, and the secretary particulars.
- Upload the board resolution, consent (for an incoming secretary), identification, and any qualification evidence.
- Authenticate the filing in the name and capacity of a director or other authorised officer.
- Pay the statutory fee shown on the portal and submit.
- Respond to any query promptly. On approval, download the updated status report and file it with the statutory records.
Processing time is not fixed by statute. It depends on document quality and whether the Commission raises a query. Incomplete identification, a resolution that does not match the portal dates, or an out-of-date annual return are the usual causes of delay.
Annual return as a gate to other filings
The annual return is a separate statutory filing, generally due within 42 days after the annual general meeting, or within the period that applies to a company not required to hold one. It is also the practical precondition for most post incorporation matters, including a CAC company secretary change. File outstanding annual returns first, then file the notice of appointment or notice of removal. Do not treat the secretary filing as a substitute for the annual return, or the reverse.
Change of Secretary for Incorporated Trustees
Incorporated trustees—associations, religious bodies, foundations, and similar organisations registered under Part F of CAMA—must also have a secretary. A change of secretary for an incorporated trustee is a distinct post-registration filing. It is not completed with a board resolution of a company.
Requirements commonly applied by the CAC and by accredited agents include:
- Up-to-date annual returns of the incorporated trustees.
- The registered name and IT number.
- Signed minutes of the meeting at which the change of secretary was approved.
- A consent letter from the incoming secretary.
- Full particulars and a valid means of identification (national identity card, international passport, driver’s licence, or voter’s card, as accepted on the portal).
- Authentication by an existing trustee or the secretary.
Do not confuse this filing with a change of trustees. Replacing trustees often requires newspaper publication and a statutory objection period. A change of secretary of incorporated trustees follows the minutes-and-consent route above, but the organisation’s constitution may impose extra internal steps. Read the constitution before the meeting is called.
Directors and Secretaries: Records That Must Stay Consistent
Directors and secretaries appear together on the public register and on most status reports. A bank, regulator, or counterparty will compare the people who sign documents with the people the CAC still lists. If the register shows a former secretary, documents signed by the successor can be questioned.
Keep these records aligned after every change:
- Board minute book and the resolution or resignation letter.
- Consent to act and identification copies.
- Register of secretaries, where the company is public.
- Register of directors, if a director is also the secretary or ceases to be.
- CAC status report issued after approval.
- The annual return for the year in which the change occurred, so the return does not revive an outdated name.
A person may be both a director and the secretary, subject to the qualification rules and to any restriction in the articles. The filings are still separate: one set of particulars for the directorship, another for the secretarial office.
Common Errors That Delay Approval
- Filing a members’ resolution when the Act requires a decision of the directors.
- Removing a public-company secretary without the section 333 notice, defence period, and, where required, general-meeting approval.
- Uploading a consent that is unsigned, undated, or in a name that does not match the identification.
- Using a change-of-particulars service when the person in office has actually been replaced.
- Attempting the filing while the annual return is in arrears.
- Leaving the office vacant in a company that is not a small company, or in a public company.
- Treating an administrative assistant as the statutory secretary without a board appointment and CAC notice.
False statements in a return or notice are an offence under section 862 of CAMA 2020. The forms themselves warn that a wilfully false material statement can attract imprisonment and fines. File only what the resolution and the supporting documents actually say.
Frequently Asked Questions
Is every Nigerian company required to appoint a company secretary?
No. Under section 330 of CAMA 2020, every company must have a secretary except a small company as defined in section 394. Public companies must appoint one. A private company with a foreign member, turnover above the threshold, net assets above the threshold, government ownership, or directors holding less than 51 percent of the equity cannot use the small-company exemption and must appoint a secretary.
How soon must a change of secretary be filed with the CAC?
Within 14 days of the person becoming or ceasing to be secretary, or of any change in the registered secretary particulars. The notice of a new appointment must include the required particulars and a consent to act. Late filing attracts a daily penalty on the company and its officers.
Can a small company or an incorporated trustee change its secretary on the CAC portal?
A small company that has chosen to have a secretary can appoint, remove, or update that secretary through the same post-incorporation route, with a board decision, consent where someone is appointed, and up-to-date annual returns. Incorporated trustees use a separate change-of-secretary filing supported by minutes of the trustees’ or members’ meeting, consent, identification, and current annual returns, not by a company board resolution.
This note is general information on Nigerian company law and CAC practice. It is not legal advice. Thresholds, forms, and portal steps can change. Confirm the current service, fee, and document checklist on the CAC portal, or through an accredited agent, before you file.