Founder to Founder: Notes from Irene’s Desk: The most underrated role in business: The Company Secretary

By Irene Ansa-Asare HORSHAM

Ask the average entrepreneur what support he needs to grow his business, and you will hear the usual answers: funding, marketing, maybe a great accountant. Rarely will anyone say, “I need a great company secretary.” But they should.

Because when the chaos hits — and it often does — it is not your brand strategist or social media manager who will keep the legal standing of your business intact. It is your company secretary.

More than a filing agent

Let us be honest. In Ghana, the role of the company secretary has been watered down into a glorified paperwork processor — someone who shows up once a year to file your annual returns or sign off on a board resolution. But that is a deeply limited view of a role that, when done properly, is one of the most strategic assets a founder can have.

Good company secretaries are your silent shield. They keep you compliant, yes — but they also keep you accountable, protected, and informed. They know what must be documented, what must be filed, what must be disclosed, and what must never be overlooked. They ensure your board meetings are lawful.

Your shareholder structure is updated. Your statutory registers are complete. Your company’s decision-making is traceable. And when there is a conflict or an audit or a crisis, they become the first line of defence — because they were the first to insist on structure.

The legal backbone of the company

Under Ghana’s Companies Act, every incorporated company is required to have a company secretary. This is not just a formality. The Act outlines qualifications, responsibilities, and liabilities — underscoring that this is not a ceremonial role.

Yet far too many SMEs appoint unqualified secretaries, or worse, leave the position vacant. What most founders do not realise is this: when your secretary is ineffective, you are legally exposed. It is the company that pays the price — in fines, suspensions, lost tenders, or worse.

Why founders should care

A good company secretary will help you:

Avoid penalties from the Registrar of Companies or GRA.

Maintain investor confidence by ensuring transparency.

Keep your governance documents up to date and enforceable.

Guide your board on legal and ethical responsibilities.

Navigate transitions (like changes in shareholding, mergers, or winding up) legally and properly.

The company secretary is not your PA. He/She is not your errand runner. He/She is not an afterthought. He/She is a governance professional — and if chosen wisely, a strategic partner in your business journey.

Don’t Outsource What You Don’t Understand

At Horsham Consulting, we have seen founders completely delegate company secretarial duties without understanding the risks involved. They hand over access to sensitive data and legal authority to people they barely know, often without due diligence.

Founders must take greater responsibility in selecting, engaging, and understanding the role of the company secretary. It is your name, your business, and ultimately, your legal and reputational standing on the line. Choose wisely. Insist on quality. And work collaboratively.

Structure Is a Leadership Choice

As we build stronger African businesses, we must elevate conversations around governance — not just branding and sales. The role of the company secretary is part of that elevation. It is time we stopped seeing governance as a luxury or burden and started seeing it as a leadership tool. Because governance, when done right, does not slow you down. It builds your credibility, protects your legacy, and gives your business room to grow — without chaos.

So ask yourself: Is your company secretary just a name on a form — or a trusted part of your leadership structure? Your answer might determine how far your business will go.

Phone: 0540 130 110

Email: [email protected]

Web: www.horshamconsulting.com

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