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The short answer
Under section 330 of CAMA 2020 a private company must have a company secretary unless it is a small company. A small company under section 394 is private, has turnover of no more than ₦120 million and net assets of no more than ₦60 million, has no alien or government members, and its directors hold at least 51% of the shares. So a company owned by Nigerians abroad can be exempt, but one foreign shareholder means it needs a secretary.
Many diaspora founders register a company, leave the secretary field to the agent, and only find out years later who holds that role or that nobody does. The secretary matters more when owners are abroad, because that person is often the one who keeps registers, files returns and receives notices in Nigeria. This guide sets out when the law requires one, who can do the job and what to ask of them.
The rule: secretary required unless the company is small
CAMA 2020 changed the old position that every company must have a secretary. Section 330 now exempts small companies, as Udo Udoma & Belo-Osagie note in their summary of the Act's governance changes. Everything therefore turns on the small company test in section 394.
| Section 394 condition | What it means for owners abroad |
|---|---|
| Private company | A public company never qualifies |
| Turnover not more than ₦120,000,000 | CAC may change the amount |
| Net assets not more than ₦60,000,000 | CAC may change the amount |
| None of its members is an alien | One foreign shareholder ends small status |
| No government, government agency or nominee member | Rare for private founders |
| Directors hold at least 51% of the equity | Passive investors holding most shares end small status |
Living abroad does not make a Nigerian citizen an alien. A company owned by Nigerian citizens in London or Houston can be small if it meets the rest of the test. The common traps are a foreign spouse added as shareholder, a foreign holding company, or a dual citizen who subscribed using a foreign passport; see dual citizen shareholders and CAC status.
A worked example (illustrative figures)
Example only: Ada (UK) and her brother (Lagos) each hold 50% and are both directors. Turnover last year was ₦85 million and net assets ₦22 million. Directors hold 100% of shares, there is no foreign member, so the company is small and needs no secretary. If Ada later transfers 10% to her British husband, the company has an alien member and stops being small, and from then it needs a secretary and at least two directors.
If you are not small: what changes
- You must appoint a company secretary (section 330).
- You need at least two directors; section 271 allows a small company to have one, as the UUBO summary notes.
- Annual audit exemption under section 402 is for small companies and companies dormant since incorporation, so expect audited accounts.
- The company must hold annual general meetings; section 237 exempts small and single-shareholder companies.
The test is applied as the company stands, so revisit it each year when the accounts are ready. A company that grows past ₦120 million turnover, or takes on a foreign investor, should appoint a secretary from that point rather than waiting for a CAC query.
Who can act as secretary
Section 332 sets qualifications, and those listed are aimed at the secretary of a public company. For a private company the Act gives directors more room in who they choose, but the person or firm must be able to do the job; read section 332 itself before appointing. In practice owners abroad choose one of three:
- A firm of company secretaries, lawyers or chartered accountants in Nigeria, which brings continuity and a Nigerian address for notices.
- A trusted employee or manager in Nigeria, which is cheaper but needs training and oversight.
- A director who also takes the secretary role. Check your articles first, and note that section 331 deals with acts done by one person acting as both director and secretary: where a document needs a director and the secretary, one person signing twice does not satisfy it.
When a secretary is appointed or changes, the CAC must be told within 14 days under section 339, and the UUBO summary notes the filing must include the new secretary's letter of consent. CAC's 2022 operations checklist lists the secretary appointment forms and confirms small companies are exempt; file the change on the CAC portal under change of secretary.
What a good secretary does for an owner abroad
- Keeps the statutory registers: members, directors and persons with significant control (PSCs must tell the company within 7 days and the company tells CAC within a month, under section 119).
- Diarises and files annual returns. PwC's CAMA compliance note puts the company annual return within 42 days after the AGM.
- Prepares board minutes and resolutions, including written resolutions for directors abroad.
- Tracks post-incorporation filings such as director changes (14 days) and address changes.
- Receives and forwards CAC and tax correspondence promptly.
Even a small company that needs no secretary still has these jobs; someone must own them. See CAC annual returns from abroad and one-person companies owned from abroad.
Where Pryme fits
Pryme Business Accounts include a Compliance agent and a Chief of Staff agent that prepare reminders and paperwork for a person to approve, with actions recorded. They do not replace a secretary, but help an owner abroad see what is due; see Compliance agent.
Questions people ask
Does a small company in Nigeria need a company secretary?
No. Section 330 of CAMA 2020 exempts small companies as defined in section 394.
Does living abroad stop my company being small?
No. The test looks at nationality of members, not where they live. A foreign (alien) member ends small status.
Can a director also be the company secretary?
Check your articles. Section 331 deals with acts done by one person as both director and secretary: where something needs a director and the secretary, one person cannot sign in both capacities.
How quickly must CAC be told about a new secretary?
Within 14 days under section 339, with the new secretary's consent letter.
Sources
- Companies and Allied Matters Act 2020 (full text, PDF) · accessed Oct 2026
- Udo Udoma & Belo-Osagie: CAMA 2020 highlights of new provisions on governance and management · accessed Oct 2026
- LawGlobalHub: Section 394 CAMA 2020 (small company) · accessed Oct 2026
- CAC: Operations Checklists 2022 · accessed Oct 2026
- PwC Nigeria: Key compliance obligations under CAMA 2020 and Companies Regulations 2021 · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.