Company formation: a guide to company officers

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This guide answers the most common questions relating to the appointment of a new limited company’s first officers.   A company’s officers are the formally named directors and, if applicable, the company secretary.  They are authorised to represent the company and make decisions regarding how it is run. A company’s first directors are appointed by the first shareholders (known as subscribers) who are forming the company.  After incorporation, subsequent director and secretary appointments must follow procedures set out in the company’s Articles of Association.

How many officers must a new company appoint?

A private limited company must have at least one director appointed at all times.  This director must be an individual aged 16 or over.  There is no upper limit to the number of company officers that may be appointed, unless a limit has been set in the company’s Articles of Association.There is no requirement for a private company to appoint a company secretary, unless the company’s Articles of Association require it.

Can a director also be appointed as company secretary or shareholder?

It is common for the directors of a company also to hold shares in the company and therefore holding the role of director is no barrier to becoming a shareholder in the company.Similarly, a company director can hold the role of company secretary at the same time.

What are the responsibilities of company officers?

Directors’ responsibilities have been codified in Part 10 of the Companies Act 2006. In another article, we covered the main responsibilities of company directors.It’s worth noting that every director also has a personal responsibility to ensure that statutory documents, such as company accounts and the Annual Return, are filed with Companies House.  Directors may be personally liable if the company fails to deliver statutory returns or makes late filings.  Directors also have a responsibility to notify Companies House of changes to company details such as the appointment of new officers or a change to the registered office address.
 Directors may be personally liable if the company fails to deliver statutory returns or makes late filings.
The company secretary of a private company is not required to have any formal qualifications and their responsibilities have not been codified in the same way as directors.  However, the normal duties of a company secretary include:
  • Maintaining the statutory registers.
  • Ensuring that the company files statutory returns on time.
  • Ensuring that shareholders and directors receive appropriate notice of company meetings.
  • Supplying copies of the accounts to shareholders and other entitled individuals.
  • Keeping minutes of company meetings.
  • Ensuring that company records are available for inspection where applicable.
Like directors, a company secretary may also be held personally liable if the company fails to deliver statutory returns or makes late filings or fails to notify Companies House of changes to company details.

What company officer records must I maintain after incorporation?

You must record details of all current and past officers in the company’s statutory books – that is, in the register of directors and the register of secretaries.  If there are any changes to the company’s officers or their details, you must inform Companies House within 14 days.

Further information on company officers

We’ve looked at the most common questions relating to the appointment of officers when forming a company.  If you have a question that has not been covered or are ready to consider matters relating to company officers that may arise after incorporation, we have a number of articles that explore specific areas in more depth:

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