AN ASSESSMENT TO THE LEGAL STATUS OF COMPANY SECRETARY UNDER NIGERIAN COMPANY LAW

This paper establishes that the status and role, respectively, of the Company Secretary, in Nigeria, are still evolving. It argues that whereas, going by judicial and statutory authorities and opinions of academic experts, the status of the Company Secretary has, nearly fully evolved, those authorities and opinions affirm that his role is still emerging. It contends that although the past status of the Company Secretary was ignoble, his present status is, certainly, noble and that this can only get better in the future. It submits that, on the other hand, the past role of the Company Secretary was ignoble, his contemporary role is quasi-noble and his future role can be noble, only, if the Company Secretary himself refrains from being a threat to his own role. The paper argues further that whether the duty of the Company Secretary is ministerial or administrative or managerial or executive is a question of fact which should be determined on the merits of each case and that the demarcation between the administrative role of the Company Secretary and his executive role is thin, indeed and will even become thinner and thinner in the future. It equally contends that although the executive role of the Company Secretary is derivative in nature, presently, in the future, the courts will, likely, ascribe direct or primary executive role to him, especially if the Articles of Association of companies reserve such role for him and that such _direct executive role may also-be reserved for the Company Secretary through future statutory “jntervention.The paper concludes that whether increasing derivative executive or managerial role will be ascribed to and reserved for the Company Secretary in the future will depend, to a large extent, on the personality of the Company Secretary.