Legal Counsel and Company Secretary at Roducate Limited

Roducate is a comprehensive e-learning resource that can be used by schools as their core teaching and learning tool, as well as for self-paced learning by students. As an education technology company, we are committed to making high quality education accessible to all, regardless of location or socioeconomic status. We are dedicated to innovation and cutting-edge technology, and are always looking for talented professionals to help us achieve our goals.

We are recruiting to fill the position below:

Job Title: Legal Counsel and Company Secretary

Location: Victoria Island, Lagos
Employment Type: Full-time

Duties

• Act as secretary to the board and committees of the group company and all the subsidiaries; attend meetings, ensure that the legal requirements are fulfilled and provide such information as are necessary for the board to make informed decisions.
• Ensure filing of all CAC documents and returns.
• Prepare, in consultation with the Chairman and Management of the company, the agenda and other relevant documents for all meetings of the board of directors.
• Arrange with the consultation of Chairman, the annual and extraordinary general meetings of the company and ensure compliance with legal requirements
• Correctly record the minutes of the proceedings of the meetings of the directors.
• Maintain a yearly calendar, convene and hold meetings of the board and prepare correct record of proceedings.
• Carry out all matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory Share.
• Register and conduct the appropriate activities connected with share transfers.
• Ensure all legal requirements of the allotment, issuance and transfer of share certificates, mortgages and charges, are complied with.
• File various documents / returns as required under the provisions of the Companies Law, including filing of copy of special resolutions on prescribed form within the specified time period.
• Ensure proper maintenance of books and registers of the company as required under the provisions of the Companies Law.
• Ensure that affairs of the company are managed in accordance with its objects contained in the memorandum / articles of association and the provisions of the Companies Law.
• Provide advice, opinion, guidelines, etc, working in conjunction with company’s solicitors where applicable, in respect of legal matters, as required.
• Carry on correspondence with the directors of the company on various matters.
• Implement the policies formulated by the directors.
• Deal with all correspondence between the company and the shareholders. Issue notice and agenda of the general meetings to the shareholders.
• Keep record of the proceedings of all general meetings.
• Make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Companies Law.
• Apply effective risk management techniques and offer proactive advice on possible legal issues.
• Maintenance of the following statutory books: The register of transfer of shares, The register of buy-backed shares by a company; The register of mortgages, charges etc.;
• The register of members and index thereof; The register of debenture-holders; The register of directors and other officers; The register of contracts; The register of directors shareholdings and debentures; The register of local members, directors and officers, in case of a foreign company; Minute books; Proxy register;
• Register of beneficial ownership; Register of deposits; Register of director’s shareholding; and
• Register of contracts, arrangements and appointments in which directors etc. are interested.
• Any other tasks assigned.

Key Legal Responsibilities

• Draft commercial contracts.
• Identify and mitigate risks pertaining to the company (group and subsidiaries) and its products.
• Evaluate business processes to identify risks and prepare reports to aid Management decisions.
• Collaborate and work with external counsel on complex legal issues.
• Ensure compliance of Company laws.
• Ensure compliance with the Nigerian Communications Commission (NCC).
• Create, design, implement and monitor company policies especially those with legal undertone.
• Monitor compliance as it concerns taxes and other statutory government policies.
• Ensure all employees are educated on the latest regulations and processes and resolve employee concerns about legal compliance.
• Provide clarification on legal language or specifications to everyone in the organization.
• Maintain current knowledge of alterations in legislation and alert Management on changes.
• Implement and manage an effective legal compliance program.
• Develop and review company policies.
• Advise Management on the company’s compliance with laws and regulations through detailed reports.
• Prepare, approve, sign and seal agreement leases, legal forms, and other official documents on the company’s behalf, when authorized by the board of the directors or the Management.
• Create and manage effective action plans in response to audit discoveries and compliance violations.
• Regularly audit company procedures, practices, and documents to identify possible weaknesses or risk.
• Any other tasks assigned.

Salary
N300,000 - N500,000 monthly

Application Closing Date
26th April, 2024.