When registering a company in Zimbabwe it is a requirement by law to have at least one secretary who ordinarily is a Zimbabwean resident. This is prescribed in the Companies Act [Chapter 24:03].
Hear at Zimbabwe Companies Registry, our company registration forms have a space to fill in the company secretary details.
It is the responsibility of the company’s directors to make sure that the company’s secretary is a qualified individual and has the required knowledge and expertise to carry on the secretary of the company functions.
With our experience, we seen unqualified individuals being proposed to be appointed as company secretaries thereby prejudicing the future of the company, however we have advised many of them on such issues for rectification.
Based on the Companies Act [Chapter 23:03] from section 173A to 173B, this guide will highlight on the persons who are not allowed to be a company secretary.
1. Minors Or Any Other Person Under Legal Disability
In Zimbabwe, minors are regarded as individuals under the age of eighteen (18). These by law are below the age of consent.
2. Insolvent Individuals
Except with the leave of the court, any person who has at any time been adjudged or otherwise declared insolvent or bankrupt under a law in force in Zimbabwe or any other country, and has not been rehabilitated or discharged. Furthermore, if a person is declared Insolvent or bankrupt in their tenure of being a company secretary, they shall cease to hold office.
3. Convicted Individuals
Except with the leave of the court, any person who has at any time been convicted, whether in Zimbabwe or elsewhere, of theft, fraud, forgery or uttering a forged document or perjury and has been sentenced for that offence to imprisonment without the option of a fine or to a fine exceeding level five. If the individual is convicted while in office, they shall resign from the position.
4. Removed by Court For Misconduct
Except with the leave of the court, any person who has been removed by a competent court from an office of trust on account of misconduct.
If a person who is disqualified based on the above reasons, from being or continuing to be a secretary of any company directly or indirectly takes part in or is concerned in the management of any company, he shall be guilty of an offence and liable to a fine or to imprisonment for a period or to both such fine and such imprisonment.
However, in some cases a company may have its own regulations for the company secretary. In that case, the above reasons shall not be deemed to prevent a company from applying under its regulations any further disqualification for the appointment of, or the retention of office by, a secretary.
Source: Companies Act [24:03]
We hope this article helped with knowing the disqualifications for appointment of company secretary.
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