Company secretaries are usually appointed to help directors complete their statutory duties and carry out other tasks relating to corporate governance.
Do you have to appoint a company secretary?
Since the introduction of the Companies Act 2006, in April 2008, there is no longer a legal requirement for private limited companies to appoint a company secretary unless the articles of association state otherwise.
For those companies registered before April 2008, the articles will still call for the provision of a company secretary although members can now remove this by passing a special resolution.
Failure to do so means your company will be required to have a secretary.
Public companies are still required to have a secretary.
Leaving aside the legalities, many private limited companies still choose to appoint a secretary for the same reasons as before, namely to lighten the workload for directors. So what exactly does the role involve?
Maintain statutory books
The company secretary will be responsible for maintaining the company’s statutory records and books.
This is an important task and depending on the size of the company, fairly time-consuming. Secretaries will also ensure the company is fully compliant with the Companies Act 2006.
Failure to keep accurate records and the registers up to date can result in the company incurring a sizeable fine.
Complete confirmation statements
Previously known as annual returns, the company secretary is responsible for completing the annual confirmation statement, as well as the yearly accounts, the directors’ report and, if applicable, the auditor’s report.
Arrange meetings of directors and shareholders
As well as arranging board meetings, company secretaries will draft the agenda, circulate any supporting documents to directors and shareholders, and take minutes of the meeting.
Duties also include ensuring compliance with the regulatory requirements covering board meetings.
Inform Companies House of any changes
Companies house has to be informed of any changes to the company’s registered address to where formal communications are sent. This includes ensuring these details are accurate on any company stationery, websites, order forms, emails etc.
The secretary must also tell Companies House about appointments and resignation of directors, changes to directors’ addresses, and any changes to the company’s share capital and/or allotments.
Securing company documents
This includes the safekeeping of important documents such as the certificate of incorporation, share certificates, memorandum and articles of association, directors’ service contracts, and company seal.
Communicating with shareholders
Usually, the company secretary will be the first point of contact for shareholders and will be responsible for circulating important announcements, registering share ownership or the transfer of shares, and issuing correspondence regarding dividends.
Acting as a signatory
Company secretaries can be signatories to legal documents on behalf of the directors where required. For example; authorising cheques, signing the confirmation statement, dealing with VAT, PAYE, insurance, pensions, and other administrative tasks where a signature is required.
Who can be a company secretary?
Any of the following can be appointed as a company secretary.
- An individual
- Another limited company
- The company’s solicitor or accountant
- A professional secretary
- One of the company directors or shareholders
- A professional administrative services company
Who you can’t appoint
You can’t appoint an undischarged bankrupt, a disqualified director, the company auditor, or anyone aged under 16 to be the company secretary.
Qualities to look for in a company secretary
Company secretaries need to have a broad range of skills. These include a good working knowledge of corporate governance, business law, finance and tax matters.
They should feel competent to ask the right questions and have excellent organisational skills.
As the main point of contact for the company, the company secretary should possess first-rate communication skills and be able to deal with enquiries from directors, employees, shareholders, and other professionals.
It goes without saying that a company secretary should be honest and reliable as they are trusted to handle confidential documents and information about the company, as well as keep private records of individuals secure.
Appointing a company secretary
You can appoint a company secretary online at any time, either during or following incorporation. You can also remove a company secretary at any time, provided members have passed a resolution to do so.
You must notify Companies House in both instances, so the public register can be updated.
If you appoint an individual as company secretary, you must provide Companies House with the following information:
- The secretary’s full name.
- The date of their appointment.
- The company name and registration number.
- A service address for the secretary, typically the registered office address.
- A consent to act, by ticking the statement of consent box on the appointment form.
If a corporate entity is appointed as company secretary, you must provide the company name and registration number, date of appointment, name and address and place of registration, and tick the consent to act box on the form.
You can access all of the relevant forms here.
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