Companies Act 2014 section 134

Performance of acts by person in dual capacity as director and secretary not permitted

Section 134 prevents a single person from fulfilling a requirement that calls for both a director and the company secretary to act, by performing the task in both capacities simultaneously.

• Where the Companies Act 2014, any instrument made under it, or a company's own constitution requires something to be done by both a director and the secretary, one individual cannot satisfy that requirement by acting in both roles.
• This ensures that a genuine second pair of eyes is involved whenever the law or the company's constitution contemplates the involvement of both a director and a secretary.
• The rule applies equally whether the action is to be done by or to the director and secretary — it cannot be collapsed into a single person acting in a dual capacity.
• This provision re-enacts the same principle previously contained in section 177 of the Companies Act 1963.