Company formations

What Is A Company Secretary?

A company secretary is an officer of a limited company who has legal obligations and duties of reporting and other administrative tasks as prescribed by the Companies Act 2006.

Single Director Companies

Until April 2008 it was necessary for a limited liability company to have both a director and company secretary. However, the new legislation made provision for ‘single director companies’, which means that there is no longer a requirement for there to be a separate company secretary as well as a director: one director is sufficient. As a result, you are only obliged to have a company secretary if your company’s articles of association specifically requires it.

Qualifications and Experience

A company secretary does not need to have any formal qualifications to undertake their role. However, there are minimum requirements for a company secretary of a public limited company, who must have either sufficient previous experience as a company secretary, be a qualified chartered accountant, qualified lawyer, or other suitable qualification.

Role of the Company Secretary

The responsibilities of a company secretary are generally to do with administration – such as making sure that the appropriate documentation is filed with Companies House (e.g. the annual return) and making sure that the directors complete the annual accounts.

Although a company secretary’s duties vary depending on the nature and size of the limited company there are numerous responsibilities that are common to most of them. These include making sure that the registered office is maintained in the ways prescribed by company legislation, such as the requirement to have the company’s registered office address is depicted on all stationery, along with the company number, and notifying of any change of registered address.

Change of Details

If any of the directors personal details change, such as their home address or their name, or if a director resigns, dies or is removed it is normally the company secretary’s role to inform Companies House of the same. Similarly, the annual accounts are due ten months after year end, and the company secretary is responsible for ensuring that this occurs – even though in practice it is the company’s accountant who will compile these and ensure they are filed.

Company Seal

The company secretary is normally responsible for the company seal. Although there is no requirement to have a company seal any more, the secretary makes sure that it is not misplaced, misused and is only applied to the correct documents.

Notices

Other duties involve issuing notices of meetings to shareholders and directors, sending copies of the accounts to all members of the company, and ensuring that the company records are in order, and available for inspection at the requisite specified address.

Criminal Liability

It is important to note that as the company secretary is an officer of the company, they may be prosecuted in the criminal courts for any failures by the company to adhere to company legislation. Although the company secretary does not have any particular powers, they are allowed to sign most of the forms that must be submitted to Companies House: it is therefore not a responsibility that should be taken lightly.

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