A private company is not required to appoint a company secretary unless its Memorandum of Incorporation requires it. Public companies and state-owned companies must. But the appointment and the function are different questions — the statutory work a company secretary performs still has to be done, and in most small companies it simply is not, until a due diligence, a bank review or a shareholder dispute exposes it.
The question worth asking is not "must I appoint one" but "who is actually doing this work".
What the law requires
Public companies and state-owned companies must appoint a company secretary.
Private companies, personal liability companies and non-profit companies are not required to, unless the company's own MOI imposes the requirement. Check yours — a customised MOI adopted at incorporation may include it. See what is an MOI and do you need a custom one.
Where a company does appoint one voluntarily, the statutory duties and accountability attach in the ordinary way, so it is not a title to hand out casually.
Note this does not exempt you from the underlying obligations. The Companies Act requires the registers, records, filings and resolutions regardless of whether anyone holds the title. Not appointing a secretary removes a formality, not the work.
What the work actually is
Whether or not anyone is called a company secretary, this is the function.
Maintaining the statutory registers — the securities register, the register of directors including past directors, and the beneficial ownership register. See what statutory records must a company keep.
Filing with CIPC on time — annual returns and beneficial ownership in the anniversary month, and director, address and name changes within the required periods.
Preparing and keeping resolutions and minutes for board and shareholder decisions.
Issuing share certificates and recording issues and transfers.
Making sure meetings are properly called and constituted — notice periods, quorum, the right majority for the decision being taken.
Watching the MOI — that decisions are taken with the approval the MOI actually requires, not the approval everyone assumed.
Keeping the CIPC record accurate, so it reflects the company as it is today.
Producing documents on request — for a bank, a tender, a funder or a buyer.
Who ends up doing it in a small company
Nobody. That is the honest answer in most owner-managed businesses, and it holds until something forces the issue.
The usual pattern: the accountant handles the tax and the financial statements. The bookkeeper handles the transactions. Everybody assumes somebody else is handling the statutory side, and the securities register turns out never to have existed.
Ask your accountant directly whether company secretarial work is inside your engagement. Frequently it is not, and there is nothing wrong with that — it just needs to be a decision rather than an assumption.
When the absence actually costs you
Not in a fine. In these moments.
A sale or investment. The buyer's due diligence asks for the securities register, the resolutions authorising each share issue, and the minute book. Where they do not exist, the buyer discounts the price, demands warranties and an indemnity, or walks. This is the most expensive version.
A shareholder dispute. Someone claims a shareholding, or claims a decision was never properly taken. The company's own register and resolutions are the evidence. Without them you are arguing from emails.
A bank or funder review. Beneficial ownership, directors, resolutions authorising borrowing. A gap turns a routine review into a hold.
A director resignation that was never filed, leaving someone held out as a director years after they left, with the exposure that carries. See how to add or remove a director at CIPC.
An unfiled beneficial ownership register blocking your annual return, which starts the path to deregistration. See what happens if you don't file beneficial ownership.
A dividend declared without a resolution or a solvency and liquidity assessment, which is a director exposure rather than an accounting one. See a director's duties under the Companies Act.
A death or incapacity, where the shareholding has to be established for an estate and nobody can prove it.
Three ways to cover it
Do it yourself
Workable for a straightforward single-shareholder company. You need a statutory file, a diary entry for the anniversary month, and the discipline to write the resolution when the decision is made rather than when someone asks.
Where it fails is the second shareholder, the first share transfer, and anything involving a trust — at which point the answers stop being obvious.
Give it to your accountant
The common answer for small companies, and usually the cheapest. Your accountant already has your CIPC and SARS records, already knows your year end, and is already in your file annually.
Make it explicit in the engagement. "Company secretarial services" should be a line item, not an assumption.
Appoint a company secretary formally
Appropriate where the company is larger, has outside shareholders or investors, or where the MOI requires it. More formal, more expensive, and warranted where governance is genuinely being scrutinised.
A minimum standard for a small company
If you do nothing else, do this.
One folder — physical or digital — containing the CoR14.3, the MOI, the register of directors, the securities register, share certificates, beneficial ownership filings, resolutions in date order, and financial statements by year.
One diary entry in your anniversary month: file beneficial ownership, file the annual return, check the CIPC record is accurate. See what is your company's anniversary date.
One habit: write the resolution when the decision is made.
One annual check: pull your own CIPC disclosure certificate and confirm the directors, address and status are right. See what is a CIPC disclosure certificate.
That is perhaps two hours a year, and it is the difference between a clean due diligence and a reconstruction exercise.
Frequently asked questions
Does a private company need a company secretary in South Africa? Not unless its Memorandum of Incorporation requires it. Public companies and state-owned companies must appoint one. The underlying statutory obligations — registers, filings, resolutions — apply regardless of whether anyone holds the title.
What does a company secretary do? Maintains the statutory registers, files with CIPC on time, prepares and keeps resolutions and minutes, issues share certificates, ensures meetings are properly called and constituted, checks decisions comply with the MOI, and produces company documents on request.
Can my accountant act as company secretary? Yes, and for most small companies this is the practical answer — your accountant already holds your CIPC and SARS records. Make sure company secretarial work is explicitly in the engagement rather than assumed.
What happens if a small company has no company secretary? Nothing immediately, because private companies are generally not required to appoint one. The consequences arrive when the statutory work has not been done — during a sale, a shareholder dispute, a bank review or a death, when the company cannot prove who owns it or who decided what.
Can a director be the company secretary? In a private company, where no appointment is required, one of the directors can perfectly well perform the function. Where a formal appointment is made, the statutory duties and accountability attach to the role.
Do I need a company secretary to file my CIPC annual returns? No. Annual returns can be filed by the company through BizPortal or CIPC e-Services, or by your accountant. The obligation sits with the company either way.
Is company secretarial work the same as accounting? No. Accounting covers the financial records, financial statements and tax. Company secretarial covers the statutory side — registers, resolutions, minutes and CIPC filings. Many small companies have the first and not the second.
Make it someone's job
The requirement is optional for most private companies. The work is not — it is just invisible until the moment it is expensive.
Smartbook maintains statutory records for clients — securities register, resolutions, director records and beneficial ownership — and files annual returns in the right month.
See our company secretarial services →
Last reviewed: 29 July 2026. Written by the Smartbook team — SAIPA and SAICA accredited, SARS registered tax practitioners. Company secretary appointment requirements are governed by the Companies Act 71 of 2008 and your company's MOI — check both. General guidance, not legal advice.
Primary sources: Companies Act 71 of 2008 · CIPC · CIPC e-Services