A Company Secretary is usually the person responsible for a company’s efficient administration, particularly in statutory and regulatory compliance matters.

We act as Company Secretary to a range of clients, helping to fulfill legal obligations and ensuring good governance.

Do I need a Company Secretary?

Since April 2008 there has been no legal requirement for a private company in the UK to have a Company Secretary, unless the company’s articles of association state otherwise. If a private company does not have one then the company secretarial duties and responsibilities fall upon the directors of the company.

A public company in the UK must still have a formally-appointed Company Secretary.

What does a Company Secretary do?

Exact responsibilities depend on the size and nature of the company, but generally include:

  • Maintaining the company’s statutory registers
  • Updating the records held by Companies House
  • Maintaining the company’s registered office
  • Advising the board of directors on their legal and corporate responsibilities, plus any corporate governance matters
  • Organising the board meetings and annual general meeting
  • Taking minutes of the board meetings
  • Ensuring the company complies with legal obligations
  • Managing and storing the company’s records e.g. payroll, insurance, accounts etc
  • Liaison between the company and stakeholders/ shareholders

Key duties include:

  • Filing an Annual Return to Companies House every year
  • Preparing and signing directors report
  • Filing financial statements
  • Preparing and signing a strategic report that includes a business review. Requirements are different for quoted companies, micro and small entities (exemptions available).

A Company Secretary must also establish and maintain the company’s registered office as the address for any formal communication, and make sure that the company’s business stationery carries key details such as registered number, registered address and name. The Company Secretary is also required to ensure the security of the company’s legal documents, including:

  • Certificate of Incorporation
  • The Memorandum and Articles of Association
  • Share certificates and stock transfers
  • The company’s seal (if it has one)
  • Certificates of the company’s change of name (if any)
  • Directors’ service contracts (if any)

A Company Secretary is the primary source of advice on the conduct of business; this can span from conflicts of interest through to the development of strategy.

Governance and accountability

A Company Secretary is officially an officer, and shares legal responsibilities with the directors for certain tasks required by the Companies Act. The Companies Act contains many requirements and around 150 offences. In recent years there has been a focus on corporate governance, which has meant that the role of the Company Secretary has grown in importance; indeed, it is now seen as guardian of the company’s proper compliance with both the law and best practice.

There are no formal qualifications to act as a Company Secretary to a private company, but the requirements are more stringent for public companies.

Many company secretaries delegate work to a third party, such as a professional chartered secretary, the company’s accountant (but not auditor), a solicitor or another provider of company administration, but is still ultimately responsible and must check and sign paperwork.

If you have any questions or need some guidance, contact Dave Roberts via 0131 5585800 or mail@chiene.co.uk.

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