THE DCSL COMPANY SECRETARIAL TOOL KIT

DCSL Corporate Services Limited (DCSL) is a private limited liability company providing secretarial and corporate services to diverse clients across major industries, individuals and government agencies in Nigeria. The Company operates from its Head Office in Lagos and operational branches in Abuja and Port Harcourt.

The Nigerian Law compels all Nigerian Companies to appoint a Company Secretary thereby making it an offence for any Company to carry on business in Nigeria without appointing a Company Secretary.

The Company Secretarial Unit of DCSL Corporate Service Limited provides Company Secretarial services to all DCSL company secretarial clients, ranging from public quoted companies to limited companies and not for profit organizations. DCSL Corporate Services Limited thereby acts as Company Secretary.

Some of the specific services offered by the Company Secretarial Unit include;

• Co-ordination of the meetings of the Board of Directors, Board Committees and General Meetings of the Company;
• Scheduling of dates, times and venues as well as issuing notices to the required attendees of meetings;
• Attendance at the meetings as well as preparation and circulation of minutes of the meetings in a timely manner;
• Ensuring maintenance of statutory registers (including minute books, register of directors, etc.) as well as the corporate seal;
• Filing of all statutory returns, including annual returns, relevant resolutions, and changes in the Board or charges against the company’s assets;
• Review of the Directors’ Report which is included in the Annual Reports and Accounts.

 

Coordination of Meetings

The foremost duty of the Company Secretary is to prepare for all Board and statutory meetings. Achieving a successful and productive meeting requires adequate preparation, significant expertise as well as knowledge in organizing and ensuring that all arrangements are made preparatory to the meetings.

The preparation usually begins with agreeing on agenda and dates working closely with the Chairman of the Board or the Managing Director or such other person designated by the Company. The Unit will hence prepare and issue notices of board and general meetings in accordance with instructions given by the chairman or the board.

 

Attendance & Preparation of Minutes of Meetings

The Unit shall also ensure representation at the meetings of the Company and ensure that the proceedings at the meetings are adequately documented. It is also our duty to confirm that the meetings are properly constituted taking into considering the Companies and Allied Matters Act, the Company’s Memorandum and Article of Association as well as such other documents like Charters with a view to ensuring the proceedings are indeed valid.

The Nigerian law provides that the Company shall cause minutes of meetings to be properly documented, hence, we act as the custodian of the Company minutes books wherein all minutes of the meetings held are signed by the Chairman and pasted in the minute book

 

Maintenance of Statutory Records

The Unit ensures that the Company statutory registers such as register of directors and secretary, register of members, register of directors’ and secretaries’ interests and register of debenture holders are maintained and updated as appropriate and also making them available for inspection upon request.

 

Filing of Statutory Returns

The Unit prepares and files the annual return and notice of other matters such as changes in directors or in their particulars, change of registered office address, return of allotments, passing of special and certain ordinary resolutions are filed within the prescribed time limits.

 

Review of Directors Report

One of the report contained in the Company’s annual reports is the report of the directors, we will therefore work with the Board of Directors in drafting the report of the Directors to be included in the Company’s annual reports.

 

Liaison with Regulators and all Stakeholders

We acknowledge that management stakeholder relationship is key, we therefore bring to the fore, our relationship with the regulators which we have built over the years thereby ensuring that our clients maintains a smooth cordial relationship with key stakeholders and regulators.

Effective communication with the Company’s shareholders is key, the Unit is also verse in handling company-shareholder communication thereby ensuring that no communication gaps exist between the Company and its shareholders.

 

Custodian of Corporate Seal 

The Unit also acts as custodian of our clients’ corporate seal. We are aware of the sensitivity and delicate nature of a Company’s corporate seal, therefore it is only at the request or instruction of the Company that the corporate seal will be affixed on any document requiring the seal.

 

• We also ensure that the Company complies with all the applicable codes and statutory requirements relevant to the industry in which the Company operates in keeping them abreast of the changes affecting their industry.

 

In addition to the above services that our Company Secretarial Unit would provide on appointment as your Company Secretaries, some other services that the Unit will provide includes but not limited to the following;

• Ensuring that guidance is provided to the board on ethics and corporate governance matters generally and ensuring that the provisions of the memorandum and articles of association are observed;
• Executing important documentation on behalf of the company, together with a director or such other person as designated by the company;
• Ensuring that board decisions are properly communicated and that action items are circulated to the board members after each board meeting;
• Registration of share transfers and issuance of related share certificates, subject to board approval;
• Certifying documents such as copies of the certificate of incorporation, memorandum and articles of association, copies of certain resolutions and copies of certain statutory registers.

Why choose DCSL?

Our services provide support and protection for your business requirements by assuring:

•    A more cost-effective solution than employing an in-house corporate secretarial team;

•    Professional advice to enable you meet your legal and regulatory obligations;

•    Professional help to undertake specific transactions;

•    A responsive professional service delivered by qualified company secretaries and governance specialists; and

•    A flexible fee structure that allows you to pay per services rendered at any particular time.

 

Our People

Excellence in professional services is largely dependent on the quality of the people providing such services. Clients require a company secretary that understands their business and industry, as well as the key issues they face in a highly competitive market. DCSL aims for this excellence at all times, and we are confident that we can deliver on our clients’ expectations.

The key differentiator between DCSL and our competitors is our people – their knowledge, their experience, and their principles. Our clients are assured of access to the most experienced lawyers and certified secretaries, so that the greatest benefit can be gained from proactive business advice.