Does Your Company Need a Company Secretary in Nigeria? What CAMA 2020 Says, and What Smart Companies Do Anyway

Whether your company needs a company secretary in Nigeria depends on two things: the type of company it is, and whether it qualifies as a small company under CAMA 2020. This guide explains the law, the small company exemption, the duties of the role, and when outsourced company secretarial services make sense.

Does Every Nigerian Company Need a Company Secretary?

The short answer is no. The full answer matters more.

Under Section 330 of the Companies and Allied Matters Act 2020 (CAMA), every public company must appoint a Company Secretary, while a private company that qualifies as a small company is exempt. Legal exemption, however, does not remove the practical need for sound governance, timely statutory filings, accurate corporate records and effective board administration.

The question usually arises when founders are reviewing their post-incorporation obligations, preparing for investment, or deciding whether to appoint an in-house professional or engage an external provider. It becomes more pressing as a business grows and its statutory filings, governance processes and exposure to regulatory penalties increase. For companies that need professional support without the cost of a full-time appointment, outsourced company secretarial services offer a practical alternative.

Understanding the Small Company Exemption Under CAMA 2020

CAMA 2020 draws a clear line. Every public company must have a Company Secretary. A private company is not required to appoint one where it qualifies as a small company under the Act.

What counts as a small company?

Under Section 394 of CAMA 2020, a company qualifies as a small company for a financial year only if it meets all of the following conditions:

•     it is a private company limited by shares;

•     its turnover is not more than ₦120 million, or such amount as the Corporate Affairs Commission (CAC) may fix;

•     its net assets value is not more than ₦60 million, or such amount as the CAC may fix;

•     none of its members is an alien;

•     none of its members is a government, a government corporation or agency, or its nominee; and

•     its directors, between them, hold at least 51% of its equity share capital.

The exemption was introduced to reduce the regulatory burden on qualifying private companies, including many startups and early-stage businesses. It does not, however, remove the company's other corporate obligations. Every company must still file annual returns, maintain statutory registers and corporate records, document board and shareholder decisions, and notify the CAC of relevant changes. As a business grows, these responsibilities become more complex and time-consuming, which is why some exempt companies retain professional support voluntarily.

Why founders often get the classification wrong

Founders often assume small company status based on how the business feels: low turnover, a lean team, no expensive office. CAMA's definition is more specific than that. A company with modest turnover can still fall outside it if, for example, it has a foreign shareholder or its directors hold less than 51% of its shares after an investment round. Getting this classification wrong is a common and avoidable mistake, which is why it is worth a proper professional assessment rather than an assumption.

And here is the part that catches people's attention: even if you are exempt from appointing a Company Secretary, you are not exempt from the obligations a Company Secretary exists to manage. The exemption removes a job title. It does not remove the job.

Not sure whether your company qualifies as a small company? Structure HQ's company secretarial team can review your classification, filings and statutory records and tell you exactly where you stand. Book a compliance review.

Who Should Pay Particular Attention to This Requirement?

1. First-time founders

Many founders focus on product development, sales and fundraising after incorporation, and give less attention to corporate governance and compliance. When founders ask, "Does my company need a company secretary?", what they are really asking is whether someone is managing the company's corporate obligations. A qualified Company Secretary helps founders avoid compliance gaps that surface at the worst possible moment: during investor due diligence, a regulatory check or an expansion.

2. Foreign investors and Nigerian subsidiaries

Foreign investors should not assume that the governance rules of their home jurisdiction apply to a Nigerian subsidiary. If your governance instincts were formed in London, Dubai or Delaware, do not assume they map cleanly onto Lagos. Because a company with a foreign shareholder does not qualify as a small company, a Nigerian subsidiary of a foreign parent will generally need a Company Secretary. Before commencing operations, investors should review the subsidiary's classification, ownership structure, constitutional documents and obligations under CAMA 2020 and other applicable regulations, and appoint a professional to manage local filings, board processes, statutory records and continuing compliance.

3. SME owners

Many SME owners want to know whether corporate governance is truly required of them. The legal answer depends on the company's classification under CAMA. Understanding the duties of a Company Secretary in Nigeria, though, helps business owners see the value of the role beyond compliance: cleaner records, faster decisions and fewer surprises when a bank, investor or regulator asks for documents.

4. Companies outgrowing the small company threshold

Small company status is not permanent; it is a phase. As revenue, headcount, ownership or complexity changes, the exemption you once relied on can stop applying, often without any announcement that the rules have changed for you. At that point, governance expectations rise, and compliance obligations increase significantly. Companies that appoint a Company Secretary before they are required to make that transition quietly. Companies that wait tend to make it a scramble.

What Are the Duties of a Company Secretary in Nigeria?

Understanding the duties of a Company Secretary in Nigeria is essential when deciding whether to appoint one. The principal responsibilities include:

1.     Corporate compliance: monitoring filing deadlines, coordinating required submissions and keeping management informed of relevant regulatory requirements.

2.     Board support: coordinating board meetings, preparing agendas, circulating board papers and recording accurate minutes. Our guide to board minutes and resolutions in Nigeria explains what good board records look like.

3.     Corporate records: keeping the company's statutory registers, resolutions, minutes and other corporate records accurate, complete and up to date.

4.     Regulatory filings: ensuring that annual returns and all filings and notifications required by the CAC and other regulators are prepared correctly and submitted on time.

5.     Governance advisory: advising directors on governance processes, their statutory responsibilities, and the proper conduct and documentation of corporate decisions.

6.     Shareholder administration: managing shareholder communications, resolutions and meeting documentation. This becomes more important as the company attracts investors, lenders and strategic partners.

The Smart Company Strategy: Company Secretarial Support as a Governance Partner

Many successful businesses treat the Company Secretary not as a compliance cost but as a governance partner. Effective company secretarial support strengthens governance, keeps statutory records in order, makes board administration efficient, reduces exposure to penalties, reinforces internal controls and increases the confidence of investors and business partners. These benefits explain why some companies appoint a Company Secretary voluntarily, even when the law does not require it.

In-house or outsourced company secretary?

An in-house Company Secretary suits companies with a heavy and continuous governance calendar, such as listed or regulated entities. For most private companies, outsourced company secretarial services provide the same expertise without the cost of a full-time appointment, and with continuity that does not depend on a single employee.

Structure HQ's company secretarial services support companies at every stage, including:

•     board and shareholder meeting administration, including minutes and resolutions;

•     annual returns and other CAC filings;

•     maintenance of statutory registers and corporate records;

•     changes involving directors, shareholders and share capital;

•     share transfers and corporate restructuring; and

•     governance reviews and advisory support for boards.

By coordinating these activities, we reduce the administrative burden on directors and management while keeping the company's compliance framework orderly and investor-ready.

So, Does Your Company Need a Company Secretary?

The legal answer depends on the company's type and its classification under CAMA 2020. The practical answer depends on whether the company can manage its filings, records, board processes and wider governance obligations effectively on its own. For many growing businesses, appointing a Company Secretary or outsourcing the function provides continuity, reduces compliance risk and supports better corporate administration.

The more useful question, therefore, is not simply whether the law requires the appointment, but whether your company can maintain effective governance and compliance without dedicated professional support.

Speak to Structure HQ about company secretarial services. Whether you need a one-off compliance review, support with annual returns and CAC filings, or an ongoing outsourced Company Secretary, our team will build a compliance framework that grows with your business. Contact us to book a consultation.

Frequently Asked Questions

• Is a company secretary mandatory in Nigeria?

It is mandatory for public companies. A private company that qualifies as a small company under CAMA 2020 is not required to appoint one, although it may choose to.

• What is a small company under CAMA 2020?

A private company limited by shares with turnover of not more than ₦120 million, net assets of not more than ₦60 million, no foreign or government members, and directors holding at least 51% of its equity shares. All conditions must be met.

• Can a small company still appoint a company secretary?

Yes. The appointment is optional for small companies, and many appoint one voluntarily to manage filings, records and board processes.

• What does a company secretary do in Nigeria?

A Company Secretary manages statutory compliance and filings, supports the board, keeps statutory registers and minutes, handles shareholder administration and advises directors on governance.

• Can I outsource company secretarial services in Nigeria?

Yes. Many companies engage a professional firm to act as, or support, their Company Secretary. It is often more cost-effective than a full-time hire and provides continuity.

• What happens if a company does not file its annual returns?

Late filing attracts penalties for the company and its officers, and a company that persistently fails to file risks being struck off the register. A Company Secretary tracks these deadlines so they are not missed.