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 of the Companies Act 2006 states that private companies are not required 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 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 to develop the business.

What are the core duties of a company secretary?

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

Completion and filing of the confirmation statement, and other statutory returns including the annual accounts, directors’ report and auditors’ report where applicable.

Looking after the company’s statutory records is 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 considered an offence. Both the company and all its officers (directors and company secretary) will be subject to penalty fines as well as the reputational damage that may result.

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.

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, 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 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, registration of share ownership, transfers and other areas 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 administration, pensions, insurance and dealing with external advisers such as accountants 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.

 

Such is their importance, when a company secretary is appointed, removed, or their details change, this must be reported to Companies House.

• 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.

A previous version of this article was originally published on 7 November 2018. It was completely revised and updated in June 2022.