What is a Company Secretary?
In short a company secretary’s role within a company can be pretty simple. They are appointed to ensure all the companies legal filing requirements and such are adhered to and completed on time. Like directors, a company secretary is considered an ‘officer’ of the company (as defined by the Companies Act 2006). They can be an important member of the management team.
Their main roles and responsibilities can include:
- Ensuring that all routine documentation is filed with Companies House such as the confirmation statement and company accounts. The confirmation statement confirms that the information Companies House holds for the company is up to date and accurate and must be filed within 14 days of the review period ending.
- Updating and maintaining the company’s statutory registers for example the Register of Members, Register of Persons with Significant Control and Register of Directors and Secretaries.
- Retaining company documents such as the company seal (if there is one), share certificates, the Memorandum and Articles of Association, and the Certificate of Incorporation.
- Arrange and provide notice for director’s and shareholder’s meetings including circulating agendas, notices and other supporting papers. The company secretary is also usually responsible for preparing board minutes of director and shareholder meetings (to record the business transacted and decisions taken), resolutions, consent documents and ensuring that general meetings are held in accordance with the articles of association and UK regulations.
Does my business need a company secretary?
No, you do not have to appoint a company secretary for a private limited company. Any officer of the company can prepare and submit the required filings mentioned above. However it can ease the administrative burden and allow the directors to focus on running their business, knowing there is someone else responsible for these duties.
Who can be the company secretary?
Normally a person with experience in preparing and making companies house filings is appointed as company secretary. It can be any person capable of fulfilling the duties of the role, including a person who already holds another position within the business, like director or shareholder. If a company has multiple directors, it can be useful to appoint one of those directors, in addition to their role as director also as the company secretary if no other person holds the position, so that every officer knows who is responsible for making the correct filings on time.