Legal Counsel / Company Secretary at VerifyMe Nigeria

VerifyMe Nigeria (VMN) is a licensed ID authentication and e-KYC service company helping Nigerians grow with trust, through identity verification and authentication. In 2022, VerifyMe launched QoreID to offer data as a service across multiple countries in Africa. QoreID provides businesses with trusted identities and consumer analytics for customer onboarding and profiling or for compliance purposes.

We are recruiting to fill the position below:

Job Title: Legal Counsel / Company Secretary

Location: Lagos

Position Overview

• We are seeking a seasoned legal professional to lead and support the Company Secretariat function, and to provide high-quality, day-to-day Board governance support.
• The role is primarily operational and advisory: ensuring statutory and regulatory compliance (CAMA, CAC, sector regulators), managing Board and committee processes end-to-end, administering shareholder relations and corporate filings, and safeguarding excellent governance practice across the organisation.
• This is a position that requires strong judgement, exceptional attention to detail, a proven track record in company secretarial practice, and the ability to operate confidently with executive management and non-executive directors.
• The successful candidate will be comfortable working in a fast-paced, regulated environment and interfacing with international advisers where required.

Responsibilities
The Legal Counsel shall be responsible for:

Company Secretarial and Statutory Compliance:

• Carry out Company Secretary functions and ensure full compliance with the Companies and Allied Matters Act (CAMA) and CAC filing obligations.
• Maintain and continuously update statutory registers (members, directors, secretaries, charges, PSC register), minute books and other corporate records.
• Prepare, lodge and track statutory filings with CAC (annual returns, changes in directors/shareholders, allotments, share capital changes, charges, etc.) and ensure timeliness and completeness.
• Coordinate and manage share capital transactions (allotments, transfers, consolidations, share buy-backs, dividend records) and prepare supporting board/shareholder documentation.
• Ensure contracts and corporate seals are properly controlled; maintain document retention and records management protocols.

Board and Committee Management:

• Own the Board calendar: schedule and coordinate Board and Committee meetings (Finance, Strategy and Innovation, etc.).
• Prepare and circulate notices, agendas and Board packs in line with agreed deadlines and governance best practice. Ensure Board papers are legally sound and commercially practical.
• Attend Board and Committee meetings, take, draft and circulate accurate, regulator-ready minutes within 3–5 business days, and manage follow-up on action items.
• Support director induction, ongoing director training, independence assessments and performance evaluation processes.
• Advise the Chair and individual Directors on duties, conflicts of interest, disclosure obligations and governance obligations.

Governance Policies and Advisory:

• Draft, review and maintain key governance documents: Board Charter, Committee Charters and/or Terms of Reference, Delegation of Authority, Code of Conduct, Conflicts policy, Shareholders’ Agreement templates, etc.
• Advise on governance architecture and improvements in line with industry/corporate governance codes and regulatory expectations (including CBN governance guidance where relevant).
• Coordinate Board effectiveness reviews and implement agreed improvements.

Regulatory Liaison and Corporate Events:

• Act as primary corporate governance liaison with regulators on Board- and company-level matters (e.g. CBN notifications, licensing condition confirmations, CAC queries, etc.).
• Prepare governance materials and sign-off documentation required for licensing or regulator processes (e.g. credit bureau licensing assistance for related entities).
• Manage preparations for shareholder meetings (AGMs/EGMs) and ensure notices, proxy materials and resolutions meet statutory requirements.

Corporate Transactions and Record Keeping:

• Draft and manage board and shareholder resolutions, minutes for major corporate actions (M&A, fundraising, restructuring), and ensure accurate archival.
• Where applicable, coordinate with external counsel and advisors on transactional documentation and ensure internal governance sign-offs are obtained.
• Ensure related-party transactions are properly documented and approved by the board/shareholders as required.

Governance Risk & Continuous Improvement:

• Maintain a governance-risk register and ensure remediation of governance control gaps.
• Drive improvements to board administration processes (board portal administration, secure circulation, version control, record retention, signing platforms, etc.).
• Provide periodic governance reporting to Senior Legal Counsel and the Board/Committee.

Key Deliverables & KPIs

• Statutory compliance: 100% of statutory filings completed on or before deadlines (CAC and regulator filings).
• Board materials: Board packs circulated at least 5 business days before meetings in 95% of instances.
• ·Minutes: Accurate, signed Board minutes circulated within 3–5 business days; action items tracked and 90% closed within agreed timelines.
• Governance quality: Zero governance-related regulatory breaches; evidence of remediation where issues arise within agreed timeframes.
• Shareholder meetings: AGM/EGM documentation completed to statutory standards and executed on schedule.
• Stakeholder satisfaction: Positive feedback (≥80% favourable) from Chair/Directors on governance support in Board survey.
• Corporate Filings: Accurate and timely CAC filings with zero liabilities
• Here’s a well-structured Minimum Requirements section for the Legal Counsel/Company Secretary Support role:

Minimum Requirements

• Education: Bachelor’s Degree in Law (LL.B) from a recognized institution; call to the Nigerian Bar (BL) is required. A Master’s degree or professional certification in Corporate Governance (e.g., ACIS, ICSA) is an advantage.
• Experience: Minimum of 5 years post-qualification experience in company secretarial practice, corporate governance, or legal advisory roles, preferably in regulated sectors or fast-paced corporate environments.

Knowledge & Skills:

• Strong understanding of Nigerian corporate law, including Companies and Allied Matters Act (CAMA), CAC regulations, and sector-specific regulatory frameworks.
• Proven experience in Board and committee administration, corporate filings, shareholder relations, and statutory compliance.
• Excellent drafting, reviewing, and document management skills (board packs, minutes, resolutions, governance policies).
• Strong judgment, high attention to detail, and ability to handle confidential matters with discretion.
• Proficiency in corporate governance software, document management tools, and Microsoft Office suite.

Competencies:

• Exceptional organizational and time-management skills with the ability to manage multiple priorities.
• Strong interpersonal and communication skills, capable of interfacing with executive management, non-executive directors, regulators, and external advisers.
• Ability to work independently, proactively identify governance risks, and drive continuous improvement.
• High integrity, professionalism, and commitment to best governance practices.

Application Closing Date
Not Specified

How to Apply
Interested and qualified candidates should send their CV to: Jobs@verifyme.ng using the job title as the subject of the mail.