What is a company secretary and do I need one?

A company secretary is an officer of a company, responsible for statutory administration and corporate compliance. Since April 2008, the post has been optional for private companies (unless required by their articles of association), but the appointment of a secretary remains a legal requirement for public companies (PLCs).

Below, we provide a brief overview of the role, including the responsibilities and duties of a company secretary and how to appoint one to a private limited company in the UK.

Duties of a company secretary

Company secretaries are responsible for carrying out important administrative functions and advising directors on matters related to corporate governance and compliance. Whilst the Companies Act 2006 does not prescribe the exact responsibilities of the role, the duties of a company secretary can be wide-ranging and typically include:

• Advising the board of directors on their individual and collective duties
• Keeping up to date with changes to relevant legislation and regulations
• Ensuring that the company and directors comply with corporate legislation, the articles of association, employment law, health & safety, data protection, intellectual property, and all other laws and regulations pertinent to the business
• Acting as a point of contact for shareholders and external stakeholders
• Maintaining company registers (statutory books) and facilitating inspection requests
• Ensuring the safekeeping of company documents – e.g. the certificate of incorporation, articles of association, share certificates and stock transfer forms, contracts, and service agreements
• Notifying Companies House of changes to certain company details
• Preparing and filing the annual confirmation statement
• Organising board meetings and general meetings
• Taking care of HMRC registration, record keeping, and filing requirements – e.g. Corporation Tax, VAT, PAYE, and payroll
• Appointing and liaising with accountants, auditors, and other external advisors and regulators
• Managing company pensions and share schemes
• Dealing with share allotments, transfers, and dividends
• Maintaining the company’s registered office address, business premises and facilities, and insurance policies
• Signing documents on behalf of the directors and company

These are just a few examples of the main types of duties. Some secretary roles may be purely administrative, others may be solely advisory, whilst many will be all-encompassing, with the secretary holding a powerful strategic position at the very heart of the organisation.

How to become a company secretary

Generally, company secretaries are appointed and removed at the discretion of directors. Therefore, a company’s board of directors will decide which duties and responsibilities should be carried out by any secretary they choose to appoint.

Why would I appoint a company secretary?

If you run a private company and the articles of association stipulate that a secretary is required, you must ensure that the company has one at all times.

Otherwise, appointing a secretary is entirely optional and your decision will depend on various factors—for example, the size of the company, the nature of the business, and whether the directors have the time, skills, and knowledge required to carry out the duties of a company secretary.

Who can I appoint as a company secretary?

In a private company, you can appoint any person over the age of 16. However, the role of a company secretary cannot be held by:

• The auditor of the company (this would constitute a conflict of interest)
• An undischarged bankrupt, unless permission is granted by the court

Many smaller companies choose to outsource some or all secretarial tasks to specialist firms offering chartered secretary services, rather than employing someone to work in-house. This is often the most cost-effective solution.

What information is required to appoint a secretary?

When appointing a company secretary, you will need to provide the following information to Companies House:

• Company registration number
• Full company name
• Date of appointment
• Title, forename(s), surname, and former name(s) of the new secretary
• Service address (i.e. the secretary’s official correspondence address)
• Confirmation of the individual’s ‘Consent to act’ as a company secretary

These details will be registered at Companies House and displayed on the public register of companies. For this reason, we advise the use of a non-residential service address (rather than the secretary’s home address).

The company itself must also record details of the appointment in its statutory register of secretaries, which should be stored and made available for public inspection at the registered office or single alternative inspection location (SAIL) address.

How to appoint a secretary to a private limited company

When you appoint someone as a company secretary, you must notify Companies House no later than 14 days after the appointment date. You can do this online using Quality Company Formations’ free Client Portal.

If you are an existing client, follow these simple steps:

1. Sign in to your client account
2. Select ‘My Companies’ on your Customer Dashboard
3. Select ‘View’ next to your company
4. Under ‘Appointments’ select ‘Add New Officer’
5. Select ‘Yes – I want to make this an official appointment at Companies House’
6. A new ‘Add a New Officer’ option will appear below, select this, enter in the requested details, making sure to tick the ‘Secretary’ box under ‘Position’
7. Select ‘Save’, your filing will be now placed into your basket
8. At the top of the page select “View Cart / Checkout”
9. Tick ‘I agree to the Terms and Conditions & Privacy Policy’ and select ‘Checkout Now’, you will not be charged anything for this filing and will be provided with an order reference number.

If you’re not an existing client, you can create a free account on our website, import your company onto our secure system, and follow the steps outlined above. Thereafter, you can manage all of your company’s details and appointments in our Client Portal.

Alternatively, you can tell Companies House about a new secretary appointment online using form AP03, either via WebFiling or by post.

The appointment will be recorded and updated on the public register within 48 hours of receipt. If you send it by post, it will take much longer to be processed and recorded.

You must also record the appointment in your company’s register of secretaries as soon as possible, ensuring these details are kept up to date at all times.

Our Full Company Secretary Service

At Quality Company Formations, we offer a Full Company Secretary Service, which includes:

• A dedicated account manager, who is a qualified company secretary
• Preparation and maintenance of your five company registers
• Preparation and filing of your annual confirmation statement
• Up to 15 changes per year to your company’s details, carried out in accordance with your instructions
• Dormant accounts submission to Companies House if your company is dormant
• Monthly guidance notes regarding topics company directors should be aware of, written by a solicitor

This service is available to new and existing clients – including companies that were not formed through our website. This professional service is charged at £149.99 +VAT, with the option to renew on an annual basis at the same price.

If you would like to find out more or have any questions about the role of a company secretary, please contact us or leave a comment below.