Company Secretarial

Through our associated firm, Neema Registrars, we provide company secretarial services where we seek to perform as efficiently and effectively as possible. Our services include:
  • Company registration
  • Filing Annual Returns
  • Share registration, maintenance, and monitoring register of members Increase of share capital
  •  Safe custody and proper use of the company seal
  • Maintaining board minutes, dispatching notices of general meetings and directors’ report
A great deal has changed in the world today, and the same can be said about company secretarial services. Although originally defined as a clerk who took board minutes, Company Secretarial Services has developed to become a driving force behind the activities of companies, as well as an advisor on matters related to the companies’ investor relations. We provide Company Secretarial Support services, which may include, but are not limited to, the following: Services in the areas of company secretarial and governance 1. Compliance issues, as well as frequent secretarial health inspections (a) Maintaining adherence to the Companies Act, Memorandum and Articles of Association, and Shareholders Agreement (if any) are the primary responsibilities of the corporate secretary. (b) Ensuring that all regulatory and legislative requirements are met. (c) Advisory services  generally on compliance. 2. Management of the Share Registry (a)  Allocation of shares (b) The transfer of ownership of shares (c) Ensuring the transfer of shares  in accordance with the Company’s Articles of Association and the Companies Act. (d) Modification of the share capital (to include increase of nominal share capital, consolidation and subdivision of shares). (e) In certain cases, the issuance of share certificates may be required. 3. The submission of annual returns Prepare and submit Annual Returns to the Registrar of Companies on the anniversary of the company’s formation and, if earlier submitted, on the anniversary of the previous filed Annual Return. 4. Changes in the organization as a whole Preparation and submission of all necessary documentation regarding changes in the company within the time frame specified. These changes will include, among other things, a change in directorship, the company’s physical and postal addresses, secretaries, auditors, and other personnel. In addition to changes in shareholding and share capital. 5. Care and custody of the company seal and secretarial records (a) Keeping the Company Seal in a secure place (upon request) and ensuring that it is used in accordance with the Articles of Association (b) Ensuring that all Company transactions that must be conducted under seal do so in a proper and timely manner. (c) Maintaining the confidentiality of the Company’s secretarial papers. The preparation and maintenance of the following statutorily mandated registers :- (a) Director’s Register: (b) A list of members who have registered. (c) A register of allotment of company shares. (d) The transfer of share ownership register. (e) A registry of share certificates (f)  Charges and mortgages are recorded in relevant register (if any). (g) A register of documents that have been sealed. 7. Execution of Documents The act of signing and stamping papers on behalf of the Board of Directors. 8. The Board of Directors and its committees Meetings • Communicating with the Chair of the Board or the Chair of a Board Committee in order to prepare the notice and agenda for meetings. • . Making and distributing meeting packets or materials is another important task. • Attendance at meetings and the taking of minutes. .For the purpose of implementation, resolutions and action items are drafted and/or extracted from minutes as necessary. • Keeping accurate and up-to-date records of meeting minutes and resolutions. 9. Annual Meetings of Shareholders The holding of Annual General Meetings (AGMs) on a yearly basis in compliance with the rules of the Company’s Articles of Association and the Companies Act, 2015 is a key responsibility. • Organizing the AGM, which includes putting together the notice, agenda, and Shareholder packets; and • Attendance at meetings and the recording of minutes of the AGM. For the purpose of implementation, resolutions and action items are drafted and/or extracted from minutes as necessary. • Keeping accurate and up-to-date records of meeting minutes and resolutions. 10 . Corporate Governance . • General consultation services as well as the application of best practices in corporate governance. • Preparation of the Board Charter and Code of Conduct, as well as oversight of its implementation. . Establishing and maintaining terms of reference for Board Committees. • Assisting with the formation of the board of directors and the induction of new directors. 11. Board of Directors recruitment, placement, and orientation • Development of a skills matrix for the Board of Directors. • Determination of the selection criteria for prospective directors. . Potential directors are identified and a short list is created for consideration. • Consultation with the Board of Directors about the appointment of new directors. • Preparation and implementation of an induction program for incoming board members. 12. Evaluation of the Board of Directors .Preparation of the assessment criteria and establishment of planning parameters • Preparing and distributing questionnaires for board evaluations is another responsibility. • A study of corporate information on a desk. • Meeting with directors in person to conduct face-to-face interviews. • Preparation of an analysis and a report on the board’s assessment. 13. Training for the board on different aspects of corporate governance 14.  Stakeholder Relations Preparing company information for distribution to stakeholders such as shareholders, suppliers, workers and members of the media; and Prepare communication with regulators and provide them with the necessary updates on a regular basis, if necessary.

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