Every company is required to appoint a Company Secretary within three months of incorporation except for Close Companies which are required to appoint Accounting Officers. A Company Secretary has the responsibility of ensuring that the company fully complies with the provisions of the Companies Act. The secretary is obliged to submit changes of name, alterations of the constitution, ensure submission of notices, ensure compliance to annual returns; complete transfers of shares, issue share certificate and keep the share register. Other duties of a company secretary are to:
- Be responsible to the Board of the company for preparation of all post incorporation notices including annual returns and changes.
- Be responsible to the Board of the company for issuing all notices of meetings and respond to all enquiries in relation to notices of meetings.
- Maintain a register of shareholders, directors and secretaries.
- Ensure together with the directors, that the company keeps accounting records.
- Maintain an adequate system of record keeping.
A company secretary operating in Botswana must demonstrate through a practicing license to be one of the following:
- A legal practitioner
- A member of the Botswana Institute of Accountants
- A member of the Southern African Institute of Chartered Secretaries and Administrators
- A member of the Association of Business Consultants of Botswana
- A member of the Botswana Association of Company Secretaries