It will be referred as “Step by Step Secretarial Practice Manual”.

…. Tabled for discussion i. Formation of Company. ii. Re-registration or Conversion of a Company from Private to Public or Vice Versa. iii. Alteration – Objects/Articles of Association. iv. Change of Company Name. v. Directors. vi. Increase of Nominal Share Capital. vii. Capitalization of Reserves/loan account/shareholder’s deposit/loan.

viii. Allotment of Shares. ix. Transfer of Shares. x. Transmission of Shares. xi. Statutory Forms and Returns. xii. Meetings. xiii. Minutes and Resolutions. xiv. Foreign Branch. xv. Application for Striking off a Company. xvi. Cessation to Act as Company Secretaries. xvii. Archives.

Appendices Schedule of Fees 1) Stamp Duty 2) Filing fees 3) Computation of filing fees on Statement of Increase of Nominal Capital

We shall first look at an extract being our first stated procedure to demonstrate the outlay of the CSPM : The process of appointing and engaging a Public Secretary.  While drafting the SPM, we focused on the statutory approach of the procedures. However, we will now delve briefly into Administrative/correspondence approach on the first item in order to demonstrate the requisites for appointment of a Public Secretary.

A. Administrative/correspondence approach First appointment during formation of a legal entity. OR Successive appointment in replacement of previous Secretary STEPS; i. Obtain a letter and resolution for appointment by the management/promoters. (this would follow preliminary exercise such as proposal for appointment as Secretary, meetings and discussions culminating into the decision for the appointment). ii. If the appointment is in place of previous Secretary, conduct a background check to gauge completion of all compliance requirements.

iii. Write an application to the previous secretary requesting for professional release of all records preserved on behalf of client and objections, if any. This would not apply for first appointment by a newly registered entity. iv. In case of any objection to the said application, inform the client adequately to resolve any outstanding issues. v. In both cases, submit an engagement letter which once signed, you commence the provision of services as indicated in the terms of your engagement.

STEPS; i. Resolution of Directors for approval of the appointment. ii. Completion of Form 203A including BN No. of the firm and Secretary’s Registration No. with ICPSK on page 4. Statutory fees – Shs 200/- iii. Form 203 A - Submission to Registrar of Companies within 14 days (see schedule). iv. Update Register of Directors and Secretaries and secretarial file, statutory documents section. v. Arrange for a meeting with the Board of Directors to agree on secretarial matters.

Having looked at the form that the CSPM represents each item of its contents, I refer you to the draft document itself for further deliberation, remarks and proposals.

Discussions

By : CS – S M. Mureithi &CS – Karanja on behalf of the Institute.