Companies Act (Cap. 386), article 138

138. (1) Every company shall h ave a company secretary. (2) No company shall: (a) have as company secret ary its sole director; (b) have as sole director of the company a body corporate the sole director of which is company secretary to the company. Cap. 529. (c) have as company secretary a body corporate, unless such body corporate is duly registered as a company service provider in terms of the Company Service Providers Act : Cap. 529. Provided that, for the purposes of this paragraph, a body corporate which does not require registration in terms of article 3(1)( a) and ( b) of the Company Service Providers Act may also act as a company secretary in terms of this article. (3) It shall be the duty of the directors of a company to take a ll reasonable steps to ensure that the company secretary is an individual who appears to them to have the requisite knowledge and experience to discharge the functions of company secretary, or is a body corporate as referre d to in sub-article (2)( c). (4) In the event that the post of company secretary becomes vacant, the directors of the company shall, within fourteen day s from the date when the post becomes vacant, appoint another individual, or a body corporate as referred to in sub-article ( 2)(c), to fill the post. (5) The directors of a company shall have the power to remove the company secretary and they shall appoint another company secretary within fourteen days from the date of such removal. 92 CAP. 386.] COMP ANIES (6) Anything required or authorised to be done by or to the company secretary may, if the office is vacant or if there is f or any other reason no company secretar y capable of acting, be done by or to any officer of the company au thorised generally or specifica lly in that behalf by the directors. (7) A provision authorising a thing to be done by or to a director and the company secretary is not satisfied by its bein g done by or to the same person ac ting both as director and as, o r in place of, th e company secretary. (8) If default is made in complying with the provisions of sub- article (4) every director of th e company who is in default sha ll be liable to a penalty, and for every day during which the default continues, to a further penalty. Appointment of directors. Amended by: XI. 2017.10; LX. 2021.5.