Company Secretary

What is a company secretary?

A company secretary is generally appointed to take on some of the directors’ responsibilities, such as maintaining and filing statutory registers and company records.

Who can be a company secretary?

Any individual or company can be a company secretary, and no formal qualifications are required for secretaries of private companies. However, the secretary cannot be the company auditor or an ‘undischarged bankrupt’.

Do I need a company secretary to register a company?

It is no longer a legal requirement (since 6 April 2008), unless the articles of association explicitly require the company to have one.

Can a director also be the company secretary?

A director may also be the company secretary. Since 1st October 2009, the Companies Act 2006 permits a single person to hold all three positions of director, shareholder and secretary without the requirement for a second person.

Why would I have a company secretary?

It can be useful for reducing the workload of the directors.

What are the duties and responsibilities of a company secretary?

As a company officer appointed to take on some of the duties of the directors, the usual role of a company secretary involves:

  • Completing and filing the Confirmation Statement (previously known as Annual Returns) within the given deadline
  • Filing directors’ reports, financial statements and auditor reports
  • Ensuring the safekeeping of all legal documents
  • Reporting any significant changes to Companies House
  • Arranging any meetings of the directors and shareholders, and ensuring the effective administration and minute keeping of these meetings

Although a company secretary may take responsibility for these duties, the directors remain legally responsible for the lawful running of the company and the preparation and filing of all returns and reports.

Can I appoint or remove a company secretary after the company formation process?

Yes, a company secretary can be added or removed at any time, but these changes must be filed with Companies House. Changes to company details can be carried out via our client admin portal at any time after incorporation.

 

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