The company secretary role has a long history in UK corporate governance. While private limited companies are no longer required to have one, many businesses still appoint a secretary for practical reasons. This guide explains the role, responsibilities, and when it makes sense to have one.
What Is a Company Secretary?
A company secretary is an officer of the company responsible for ensuring the company complies with statutory and regulatory requirements. They are the primary point of contact between the company and Companies House.
Historical Context
Until 2008, all UK companies were required to have a company secretary. The Companies Act 2006 removed this requirement for private limited companies, though public companies (PLCs) must still have one.
Key Characteristics
- An officer of the company (like a director)
- Details appear on public record at Companies House
- Can be an individual or a corporate body
- Not the same as an administrative secretary
Note
The company secretary role is about corporate compliance and governance, not administrative tasks like typing letters or answering phones. It's a formal officer position.
Is a Company Secretary Required?
Private Limited Companies (Ltd)
No - Since April 2008, private limited companies are not required to have a company secretary. The directors can perform all secretary duties themselves.
Public Limited Companies (PLC)
Yes - PLCs must have a qualified company secretary. They must have certain qualifications or experience.
If Your Articles Require One
Check your company's articles of association. If they state that the company must have a secretary, you'll need to either:
- Appoint a company secretary, or
- Pass a resolution to amend the articles
Model Articles
If you're using the standard Model Articles (default for companies formed since 2009), there's no requirement to have a company secretary. You can appoint one if you choose.
Typical Company Secretary Duties
When a company has a secretary, they typically handle the following:
Companies House Filings
- Filing annual confirmation statements
- Filing annual accounts
- Notifying changes (directors, addresses, shares)
- Ensuring filing deadlines are met
Statutory Registers
- Maintaining the register of members
- Maintaining the register of directors
- Maintaining the PSC register
- Keeping the register of charges
- Maintaining minute books
Board and Shareholder Meetings
- Organising board meetings
- Preparing agendas and papers
- Taking and distributing minutes
- Organising annual general meetings (if applicable)
- Managing shareholder communications
Corporate Governance
- Advising directors on compliance matters
- Ensuring proper procedures are followed
- Maintaining company seal (if used)
- Certifying documents
Share Administration
- Processing share transfers
- Issuing share certificates
- Managing dividend payments
- Maintaining share records
Who Can Be a Company Secretary?
For Private Companies
Almost anyone can be a company secretary:
- A director of the company
- A shareholder
- An employee
- An external professional
- A corporate body (another company)
Restrictions
- Must be at least 16 years old
- Cannot be the company's auditor
- A sole director cannot also be the sole secretary (if a secretary is required)
For Public Companies (PLCs)
The secretary must be qualified. Qualifications include:
- Member of ICSA (Institute of Chartered Secretaries)
- Qualified lawyer or accountant
- Held the position for 3 of the past 5 years in a PLC
- Directors believe they have necessary knowledge and experience
Director as Secretary
In a private company, the same person can be both a director and the company secretary. However, where both signatures are required on a document, one person cannot sign in both capacities.
Benefits of Having a Company Secretary
1. Compliance Assurance
- Dedicated focus on regulatory requirements
- Reduced risk of missed deadlines
- Proper maintenance of statutory records
- Penalties avoided
2. Director Support
- Directors can focus on business operations
- Administrative burden reduced
- Expert advice on governance matters
- Clear separation of duties
3. Professional Image
- Demonstrates good governance
- May be expected by investors or lenders
- Shows commitment to proper procedures
4. Continuity
- Institutional knowledge maintained
- Consistent record-keeping
- Stability during director changes
When You Should Consider Appointing One
Situations Where a Secretary Is Valuable
Growing Companies
As your company grows, compliance becomes more complex:
- More shareholders to manage
- More frequent board decisions
- Greater regulatory scrutiny
- Directors have less time for admin
Companies with Multiple Directors
When there are several directors:
- Formal meetings become more important
- Minutes and records need proper management
- Someone needs to coordinate filings
Companies Seeking Investment
Investors often expect:
- Well-maintained statutory records
- Proper board procedures
- Professional governance structure
Non-Resident Directors
If directors are overseas:
- Someone UK-based to handle filings
- Local point of contact for Companies House
- Physical presence for document handling
When You Probably Don't Need One
- Small company with 1-2 directors
- Simple share structure (one class, few shareholders)
- Directors have time to handle compliance
- Using an accountant who handles basic filings
Professional Company Secretary Services
Many formation agents and law firms offer company secretary services:
What's Typically Included
- Named as company secretary on public record
- Maintenance of statutory registers
- Filing confirmation statements
- Processing standard changes
- Compliance reminders and guidance
- Template documents and resolutions
What's Usually Extra
- Filing annual accounts (accountant's job)
- Complex corporate transactions
- Board meeting attendance
- Bespoke legal advice
Typical Costs
| Service Level | Annual Cost |
|---|---|
| Basic (filings only) | £100-£200 |
| Standard (registers + filings) | £200-£400 |
| Comprehensive | £400-£1,000+ |
Bundled Services
Many company formation packages include company secretary services for the first year. This can be good value and ensures everything is properly set up from the start.
How to Appoint a Company Secretary
At Company Formation
You can appoint a secretary when forming the company:
- Include secretary details in the formation application
- Secretary is registered with Companies House from day one
- Consent from the secretary is required
After Formation
- Directors pass a resolution to appoint
- Obtain consent from the proposed secretary
- File form AP03 (individual) or AP04 (corporate) with Companies House
- Filing must be within 14 days of appointment
- Update company registers
Information Required
For an individual secretary:
- Full name (and former names)
- Service address
- Date of appointment
For a corporate secretary:
- Company name
- Registered number
- Registered office address
Removing a Secretary
To terminate a secretary's appointment:
- Directors pass a resolution (or secretary resigns)
- File form TM02 with Companies House
- Filing must be within 14 days
Summary
- Private limited companies don't legally need a company secretary
- PLCs must have a qualified secretary
- Secretaries handle compliance, filings, and governance
- A director can also serve as secretary in private companies
- Professional services are available for £100-£400+ per year
- Consider appointing one as your company grows or seeks investment
- Non-resident directors may benefit from a UK-based secretary
Need Company Secretary Services?
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