Limited companies often appoint one a Company Secretary. It is an important role but there isn’t a legal obligation to appoint one.
A limited company registered after 6 April 2008 is not required to appoint a Company Secretary. This law came into effect through the Companies Act 2006. While companies registered before that date MUST appoint a Company Secretary, the directors can pass a resolution so they no longer need to.
So, what does a company secretary do? Generally speaking, their role is to take on administrative tasks, such as keeping records and making communications that are critical to running the business. As well as keeping records, they must ensure their business meets corporate governance rules.
A Company Secretary does not have to be a director of the business. But many businesses give the job to a director.
What does a Company Secretary do?
As we’ve already mentioned, a Company Secretary takes on a lot of the crucial administrative tasks within the business. It includes keeping notes of who is involved in running the company, including shareholders, and their rights and responsibilities.
They also act as liaison between the directors and shareholders and are often responsible for organising general meetings. A Company Secretary co-ordinates circulating relevant information and keep key stakeholders informed of company business.
There are other aspects that are part of the role of the Company Secretary.
Maintaining statutory records
Company Secretaries are responsible for for maintaining the company’s statutory records and books. These include the Register of Members, Register of Directors, People with Significant Control, Register of Company Secretaries and Register of Charges.
The role includes ensuring the company is compliant with the Companies Act 2006.
This part of the role is crucial and failure to keep accurate records and registers updated can lead to a company being fined. It can be a time-consuming role depending on the size of the business.
Complete confirmation statements
Another part of the role is to ensure the annual confirmation statement is completed and submitted to HMRC. This was once known as an annual return.
They must also submit annual accounts, the director’s report and an auditor’s report, if that’s necessary.
Arrange meetings of directors and shareholders
Company Secretaries also arrange board meetings and draft the agenda. They also ensure supporting documents are distributed to shareholders and directors and take minutes of the meeting.
They must ensure compliance with the regulatory requirements that cover board meetings. We’ve covered what directors need to know about legal and regulatory requirements in an earlier blog. Company Secretaries also need knowledge of these responsibilities as they must ensure they are adhered to.
Informing Companies House
It is a legal requirement to inform Companies House of any changes to the company’s registered address. This includes ensuring the information is accurate on company stationery, emails, websites and other paperwork.
The job of the Company Secretary also includes informing Companies House about any appointments and resignations of directors, changes to any of their addresses and changes to the company’s share capital. This includes any changes to who has been allotted shares.
Responsibility for company documents
All the important documents for companies must also be safely kept and stored by the Company Secretary. These include:
- Certificate of incorporation
- Memorandum and articles of association
- Share certificates
- Directors’ service contracts
- Company seal
Communicating with shareholders
The first point of contact for shareholders is usually the Company Secretary. They are also responsible for circulating important information, issuing correspondence about dividends as well as registering who owns shares and any transfer of shares.
Signatory duties
A Company Secretary can be a signatory to legal documents on behalf of directors. This can include dealing with VAT, PAYE, insurance, signing the confirmation statement and other tasks where a signature is required.
Who can be a Company Secretary?
A Company Secretary doesn’t have to be a director, although in some businesses they choose a director for the role. Company Secretaries can be another limited company, an individual, the company’s accountant or solicitor, a professional secretary or a secretarial services company.
The person appointed must not be an undischarged bankrupt, a disqualified director, the company’s auditor or anyone under the age of 16.
Once you appoint a Company Secretary, an AP03 form must be completed. This informs Companies House of the appointment. If you have chosen a corporate secretary – that means another company such as your accountant’s firm – then an AP04 form must be completed.
What should I do next?
If you would like to appoint a Company Secretary or need advice, then do not hesitate to contact our team today.
