Section 211 - Company Secretary

(1) A company shall have a Company Secretary who shall possess the qualification specified in subsection (3).

(2) The Company Secretary may be a body corporate except that the body corporate must have as one of its promoters, subscribers, directors or operating officers, a person who is qualified to be a Company Secretary.

(3) The directors shall not appoint a person as a Company Secretary unless that person

(a) has obtained a professional qualification or a tertiary level qualification that enables that person to have the requisite knowledge and experience to perform the functions of a Company Secretary,

(b) has held office, before the appointment, as a Company Secretary trainee or has been articled under the supervision of a qualified Company Secretary for a period of at least three years,

(c) is a member in good standing of

(i) the Institute of Chartered Secretaries and Administrators, or

(ii) the Institute of Chartered Accountants, Ghana,

(d) having been enrolled to practice, is in good standing as a barrister or solicitor in the Republic, or

(e) by virtue of an academic qualification, or as a member of a professional body, appears to the directors as capable of performing the functions of secretary of the company.

(4) For the purpose of paragraph (a) of subsection (3), a professional or tertiary level qualification is a discipline with an offering in company law practice and administration.

(5) Unless the constitution of a company otherwise provides, the Company Secretary shall be appointed by the directors for the term, at the remuneration and on the conditions that the directors consider fit, and may be removed by them, subject to the right of the Company Secretary to claim damages from the company if removed in breach of contract.

(6) Where a company carries on business for more than six months without a Company Secretary, the company and every officer of the company that is in default is liable to pay to the Registrar an administrative penalty of twenty-five penalty units for each day that the company continues to carry on business without a Company Secretary after the expiration of the period of six months.

(7) An act required or authorised to be done by or to the Company Secretary may, if the office is vacant or there is not for any other reason, a person capable of acting as Company Secretary, be done by or to an assistant or a deputy Company Secretary or any other officer of the company appointed by the directors to be acting Company Secretary.

(8) The Company Secretary shall, before assuming office, lodge with the company for onward transmission to the Registrar, the written consent to serve as a Company Secretary.