Does my company need a company secretary?

Since 6 April 2008 limited companies have no longer been required to appoint a company secretary. However, even though appointing a company secretary is no longer compulsory for limited companies, many still choose to.

Is my company required to appoint a company secretary?

Whilst section 270 (1) of the Companies Act 2006 removes the requirement for private companies to appoint a company secretary, it is always worth checking the company’s articles of association. These can sometimes explicitly require a limited company to appoint a company secretary. If they do, the provision may be removed by passing a special resolution of the company’s shareholders. Companies formed with “Model” articles of association are not required to appoint a company secretary. 

Notably, for public companies the requirements are very different and section 271 of the Companies Act 2006  states that:

A public company must have a secretary.

If a company secretary is not appointed, section 270 (3)(b) of the Companies Act 2006 states that these core duties become the responsibility of a:

director, or … a person authorised generally or specifically in that behalf by the directors

As a result, many private companies choose to employ a company secretary even though not required to do so. This reduces the administrative and corporate governance burdens otherwise placed on the directors and frees more time for them to develop the business. Indicating the significance of their role, Companies House must be informed within 14 days whenever a company secretary is appointed, removed, or their details change.

What are the core duties of a company secretary?

Whilst not prescribed in legislation, the duties of a company secretary usually fall into the following areas:

This often includes filing of annual returns such as the confirmation statement, annual accounts, tax return, and where applicable directors’ report, auditors’ report, and registration of any charges over the company’s assets.

Looking after the company’s statutory records can be a time-consuming task that is often neglected. However, the company’s officers have a legal duty to keep the statutory registers up to date. Failure to do so is an offence, and may leave the company, its directors and the company secretary liable to fines, as well reputational damage. The statutory registers record details of current and former directors and secretaries, shareholders, PSCs and any mortgages and charges. The company secretary usually deals with requests to inspect the statutory registers and ensures they are made available within the prescribed timeframe.

It is the company secretary that normally arranges board meetings. This includes composing the agenda, issuing supporting papers and notices and producing the minutes of all meetings. They ensure observance of any regulatory requirements surrounding the conduct of board meetings, including annual general meetings (AGMs). Inform Direct can greatly assist with this role, providing over 400 template board minutes, resolutions and company letters that cover an enormous range of company secretarial transactions, such as our free template first board meeting minutes.

As well as coordinating board and shareholder meetings, the company secretary often acts as a confidential adviser to directors. They can provide advice on risk management and offer an independent view that may enable the board to make better informed and effective decisions.

Companies House must be advised of material changes. This includes changes to the company’s share capital, officer appointments and resignations, alteration of director or company addresses, or modifications made to the articles of association.

This includes confirming that the registered office address is the address used for formal communications. The company secretary must inform Companies House when the registered office address changes and check that it is correctly disclosed on business stationery, invoices, the company website, emails and order forms for example.

Any company secretary must have a good working knowledge of the company’s articles of association (the regulations governing the internal management of the company). They must be sure that the company is compliant with the Companies Act 2006 and with any other relevant regulations. In order to do this successfully, a good company secretary must remain up to date with legislation and with any other regulatory changes that may affect the company.

Keeping legal documents, including the certificate of incorporation, memorandum and articles of association, company seal, share certificates and directors service contracts safe is another important task that normally falls to the company secretary. The task of designing appropriate filing and retention policies, tailored to the individual requirements of a range of company documents, will usually fall to the company secretary.

The company secretary acts as the shareholders’ first point of contact with your company. They are responsible for the distribution of company announcements including correspondence regarding dividends; the issuing of new and cancellation of old share certificates; processing of stock transfer forms; registration of share ownership and other tasks relating to shareholdings.

The company secretary often acts as a signatory to legal documents on behalf of the company’s directors.  This includes authorising the company’s confirmation statement and signing cheques and other bank documents.

In addition to these key responsibilities, company secretaries, particularly in smaller companies, often take on other duties.  This can include:

• payroll
• VAT registration and submissions
• administering the company pension scheme and liaising with pension trustees
• managing employee share schemes
• GDPR compliance
• Anti-Money Laundering compliance
• health and safety issues
• insurance policies
• dealing with external advisers such as accountants, auditors and lawyers

As you can see, appointing a company secretary can be pivotal to the effective running of a company. Indeed, “The UK Corporate Governance Code” published in July 2018 recommends:

All directors should have access to the advice of the company secretary…[and] the appointment and removal of the company secretary should be a matter for the whole board.

 

Can a director also act as the company secretary?

Yes, a director can also act as the company secretary. However, any director performing both roles must always consider in which capacity they are acting when they are completing a task. This is particularly important when they are acting as a signatory. Contracts and forms often need the signature of both a director and company secretary, but it is not possible for a single individual to act as the signatory for both roles (even if they usually act in both capacities).

A company secretary can therefore assist the directors with important administrative and corporate governance obligations. However, Companies House guidance is clear where ultimate responsibility for the company lies, declaring

Even if you have a company secretary, the directors are legally responsible for the company.

• Changes to company details: easily update shareholder, director, address and other company details using step by step easy to follow flows.

• Submitting the correct forms: working out which paper forms to submit to Companies House after a change to company, director or shareholder details can be confusing. Our software works it all out for you. Once you have confirmed the change it will automatically file the correct electronic form. This ensures timely compliance and avoids the hassle of completing paper forms.

• Confirmation statement filing: Inform Direct almost completely removes the burden of filing your confirmation statement. It reminds you as the filing deadline approaches. When you are ready it automatically presents your company details in the correct format.  Any reportable changes you have made during the year have been saved so there is no time wasted re-entering information. Simply check and confirm the details are correct before submitting your confirmation statement to Companies House electronically. The whole process takes moments.

• Updating statutory registers: your statutory registers are automatically updated as you make changes to company details, saving you a separate task. The company’s statutory registers are available online for inspection, or you could email them in response to enquiries – saving the traditional journey to inspect paper registers held at a company registered office.
• Provision of template documents: Inform Direct can provide you with over 400 fully compliant documents that support an enormous range of company secretarial transactions. We provide template board minutes, resolutions, company letters, forms, certificates and reports, including free resources like our template Consent to Act as officer forms and template stock transfer forms. When you complete a transaction in Inform Direct, our clever software will suggest documents that may be required and pre-populate them with the details you have already entered.

Whether you are undertaking the role yourself or are looking to appoint a company secretary, you can register with Inform Direct to access our free company records software. You’ll find it an invaluable tool when tackling the myriad of tasks that fall to the company secretary.

Earlier versions of this article were published in November 2018 and June 2022. The latest version was fully updated in August 2025.