How to Change Your Company Secretary on CAC (2026)

Changing the company secretary at CAC carries a step that many post-incorporation modifications do not. Before the board even meets to appoint the new secretary, the company has work to do on the candidate.

Confirm the candidate's qualifications match the Section 332 list.

Section 332 of the Companies and Allied Matters Act 2020 sets out the qualifications a public-company secretary must hold. The qualifications operate as a strict gateway test — for a public company, an appointee who does not hold one of the listed qualifications does not satisfy the statutory requirement, and CAC will query the appointment at the review stage. The query asks for evidence of qualification; without the evidence, the filing pauses.

The Section 332 list, in order of practical frequency for Nigerian companies:

• Chartered secretary — a member of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN). The professional body specifically for the corporate-secretarial profession; the most direct route to qualification.
• Legal practitioner — a lawyer admitted to the Nigerian bar under the Legal Practitioners Act, that is, a member of the Nigerian Bar Association (NBA). Many corporate-and-commercial lawyers in private practice serve as company secretaries for client companies.
• Chartered accountant — a member of the Institute of Chartered Accountants of Nigeria (ICAN) or the Association of National Accountants of Nigeria (ANAN). Accountants with corporate-governance experience meet the Section 332 standard.
• Body corporate or firm — a registered company or firm whose principals are themselves qualified under one of the three professional routes above. Companies often engage a chartered secretaries' firm as their secretary through this route.
• Experienced practitioner — a person who has served as secretary to a public company for at least three of the five years preceding the year of appointment. This route covers practitioners with substantial real-world experience but without recent professional qualification.

The crux of the qualifications-check-first frame. A board that appoints a non-qualified candidate for a public company will hit a CAC query at the post-filing review. The query is the rejection — not at the board meeting, not at the candidate-interview stage, but downstream after the company has done the paperwork. The clean route is to confirm the qualifications before the board meets, so the board's appointment lands on a candidate the CAC review will accept.

The Section 332 / Section 333 distinction. Section 332 sets the qualifications; Section 333 governs the appointment procedure (the board's act of appointing, the board's duty to be satisfied of competence, the procedural steps for recording the appointment). The two sections work together. The change-of-secretary article walks Section 332 first (qualifications) and Section 333 second (procedure).

For a private company. The strict Section 332 gateway applies most rigorously to public companies. For a private company that is not a small company, the directors are required under Section 333 to be satisfied that the appointee has the requisite knowledge and experience; the Section 332 list of professional qualifications is the practical benchmark but the directors' satisfaction is the statutory test. For a small private company, no secretary is required at all under CAMA 2020 — the role is optional.

The intensity of the qualifications-check rule depends on the company type. CAMA 2020 creates a three-tier framework that determines how strictly Section 332 applies.

A private company moving up through the size-threshold (revenue or net-asset growth past the small-company cap, or a foreign investor joining the shareholder base) crosses the boundary at which a qualified secretary becomes a practical requirement. A change-of-secretary filing made at that transition point is the moment to align the appointment with the Section 332 list.

A change-of-secretary filing for a small company that voluntarily had a secretary, where the appointee does not hold a Section 332 qualification, is generally accepted at CAC because the strict gateway does not apply to small companies. The directors record their satisfaction of the appointee's competence and the filing proceeds.

With the qualifications check cleared (or with the small-company exception in play), the Section 333 procedure runs through the board. The procedural elements are tightly defined.

The board's responsibility. Under Section 333 of CAMA 2020 the directors appoint the company secretary. The appointment is a board act, not a shareholder act — unlike director appointments (which can be initiated by shareholders) or director removals (which are shareholder acts under Section 288), the secretary is appointed and removed by the board.

The notice of board meeting. A board meeting that will consider the appointment is convened in accordance with the articles. Notice is served on every existing director with reasonable advance notice; the notice specifies the appointment of a new secretary on the agenda. Where all directors consent in writing to a shorter notice, the meeting can proceed sooner.

The quorum. The meeting must be quorate per the articles.

The resolution wording. The resolution states that [name of the new secretary] of [address] be and is hereby appointed as the company secretary of the company with effect from [effective date], subject to the new secretary's consent to the appointment and the filing of the appointment with the Corporate Affairs Commission. Where the appointment follows the resignation of the outgoing secretary, a parallel resolution accepts the outgoing secretary's resignation with effect from the same date.

The voting threshold. A board resolution is passed by a simple majority of the directors present and voting unless the articles set a higher threshold.

The minutes and the signed resolution. The minutes of the board meeting record the discussion and the resolution. A signed certified copy of the resolution is extracted from the minutes and uploaded at the CAC submission. The resolution is signed by the chair and a director (the outgoing secretary would ordinarily sign, but a change-of-secretary resolution is signed by a director rather than the outgoing secretary to avoid the conflict-of-interest concern).

Written resolution in lieu of meeting. Where the articles permit, the board can pass the appointment as a written resolution circulated to and signed by every director, without a physical meeting. The written resolution carries the same weight as a meeting resolution.

The outgoing secretary's resignation or removal. Where the change is prompted by the outgoing secretary's resignation, the resignation letter is the documentary trigger; the board's resolution accepts the resignation. Where the change is prompted by the board's decision to remove the outgoing secretary (for cause or otherwise), the board's resolution effects the removal. CAMA 2020 does not impose the Section 288-style procedural protections on the secretary's removal that it imposes on a director's removal; the secretary's removal by board resolution is structurally lighter than a director's removal. The outgoing secretary's service contract may impose contractual notice or compensation obligations independently of CAMA 2020.

Like a director appointment, the secretary appointment requires the appointee's personal acceptance. The consent letter is the documentary record of that acceptance.

What the letter must say. A statement that the named person (the new secretary, using the full legal name that appears on the supporting professional certificate and identity documents) accepts the appointment as company secretary of the named company (using the company's current registered name and RC number), with effect from the date stated in the board resolution. For a public company appointment, a statement that the new secretary holds the qualification on which the appointment relies (ICSAN membership, NBA admission, ICAN or ANAN membership, or the experienced-practitioner route), with a copy of the relevant professional certificate attached.

Format. The letter is dated, addressed to the company, and signed by the new secretary. A standalone one-page letter is the typical format; some companies use a longer letter that also confirms the secretary's terms of engagement, working hours (for an external secretary on a retainer), and access to company records.

The qualifications evidence. For a public company the qualifications certificate from the relevant professional body is the evidence CAC will check. ICSAN issues a member's certificate; the NBA issues an admission certificate; ICAN and ANAN each issue a member's certificate. The certificate is scanned as a PDF and uploaded alongside the consent letter.

Where the new secretary is a body corporate. A chartered secretaries' firm or a law firm appointed as the company secretary signs the consent letter through an authorised representative. The firm's qualifying credentials (the partners' professional qualifications) are evidenced separately.

With the qualifications check cleared, the board resolution passed, and the consent letter in hand, the CAC filing pulls the chain together.

1. 1
   Confirm annual returns are current
2. 2
   Sign in to post.cac.gov.ng and open the Change of Secretary service
3. 3
   Enter the outgoing secretary's cessation details
4. 4
   Enter the new secretary's particulars
5. 5
   Upload the supporting documents
6. 6
   Pay the modification fee through Remita
7. 7
   Submit and track to register update

The CAC filing is the public-register confirmation. The secretary's appointment is effective from the date stated in the board resolution; the CAC update brings the public record into line within the processing window.

The secretary-change filing at post.cac.gov.ng is DIY-capable. The portal walks the user through every step and the documents are standard.

The accredited-agent question for a secretary change is layered. The CAC filing itself can be handled by the company's iCRP account-holder; no special expertise is needed at the portal step. The qualifications check at the candidate stage typically draws on the same professional networks that the company secretary will come from — the company's own legal counsel, a chartered secretaries' firm, or an existing professional adviser can verify the candidate's qualifications. The wider company-secretarial role is itself one of the four Section 332 accredited categories — many companies engage an external chartered secretary or law firm under a secretarial retainer, in which case the engaged firm becomes the secretary and handles its own CAC filing as part of the retainer.

The interesting overlap: the four professional bodies that anchor the CAC accredited-agent framework (NBA, ICAN, ANAN, ICSAN) are the same four professional bodies that produce qualifying company secretaries. A company that engages a chartered secretaries' firm as its secretary is engaging both an accredited agent (for CAC filings) and a qualifying secretary (under Section 332) in the same engagement. The two roles align rather than conflict.

Where the company appoints an in-house secretary, the company's own iCRP account-holder typically handles the filing. Where the company engages an external secretary (chartered secretaries' firm or law firm), the engaged firm typically handles the filing as part of the secretarial retainer.

The "you need an external secretary" framing is misleading. Many small and medium private companies have an in-house secretary who is also a director (the secretary-director combination is permitted for non-public companies, with the corporate-governance caveats noted above). The choice between an in-house secretary and an external secretary is a commercial decision about the volume and complexity of corporate-governance work the company faces; it is not a CAC-mandated choice.

Accredited-agent fees for a routine secretary-change filing typically run between ₦20,000 and ₦40,000 for a private company, layered on top of the CAC statutory line. The substantive ongoing cost of an external secretary is the secretarial retainer itself, set by the engaged firm based on the volume of work — typically ₦200,000 to ₦2,000,000 or more per year for a private company depending on size and complexity, with public-company retainers running higher.

• Do NOT appoint a non-qualified candidate for a public company without checking Section 332. The strict gateway test applies to public companies; an appointee outside the Section 332 list will be queried at CAC and the filing pauses until the company supplies a qualifying candidate or evidence of qualification.
• Do NOT skip the consent letter. Like a director appointment, a secretary appointment requires the appointee's personal acceptance. The board's resolution is the company's appointment act; the consent letter is the secretary's acceptance act. Both are needed at the CAC submission.
• Do NOT confuse the secretary's removal with a director's removal. The Section 288 procedural protections (28-day special notice, right to written representation, right to be heard at meeting) apply to directors, not to company secretaries. The board can remove the secretary by board resolution under CAMA 2020, subject to any contractual notice or compensation in the secretary's service contract.
• Do NOT submit the secretary-change filing while annual returns are outstanding. The post.cac.gov.ng portal blocks every modification until the backlog clears.
• Do NOT overlook the outgoing secretary's handover. The outgoing secretary holds the company's statutory records — minute books, register of members, registers of directors and secretaries, register of charges, copies of CAC filings, copies of board and shareholder resolutions. The handover is documented (a handover note listing the records transferred) so that the new secretary has a clear baseline of what they have received.
• Do NOT assume a small private company must appoint a secretary. CAMA 2020 explicitly makes the role optional for small private companies (revenue under ₦120 million, net assets under ₦60 million, no foreign or governmental members). A small company that elects to operate without a secretary is permitted to do so; the directors handle the secretarial functions.
• Do NOT engage an unqualified person on the basis that they will study toward the qualifications later. The Section 332 gateway tests current qualification, not intent to qualify. An appointee who plans to take ICSAN exams in the next year does not yet hold ICSAN membership for the purposes of the gateway test. Wait until the qualification is in hand, or appoint a currently-qualified candidate.