What is the company secretary’s role? As a company owner, does my business need one? What’s more, what do they do, and what benefits would this give to my business?
When you run a UK company or business, you will often employ a person to help with the admin tasks. In turn, by doing this, it will help take some of the pressure off of you. What’s more, it will then leave you time to focus on running your business.
The role of the secretary is a valued one to good working businesses, and this helps make sure that things run smoothly. The person who fills the role will complete other formal duties for your business. A further plus point is a person who fills this role can take care of some of the tasks that can take a lot of time when you run a business. These will include jobs such as the day to day filing, the typing of letters, taking phone calls, and dealing with emails. All in all, their role will make for a smoother running in most UK businesses.
I have many other guides that help you navigate Companies House and how to report and make certain changes. I have covered in my articles the UK Public Register, the duties of a company director, the Confirmation Statement, your official address as director (and how you can change this to protect your home address), the SIC code and how to change your company name.
From an official stance, a secretary must make sure the admin of the company runs smoothly. What’s more, they will take on the duties of these key areas:
- comply with corporate admin and other financial and legal duties
- the management of shareholder admin and liaising thereon
What if your business does not have a secretary?
First of all, if your business does not appoint one, the duties that they take care of must still be met. As stated in Section 270 of the Companies Act 2006, these key admin and compliance tasks will become the duty of a director. On the other hand, a person may be asked on behalf of the directors to take on this task.
The recent Companies Act of 2006 made some key changes. One of these was that from 6 April 2008, there is now no longer a legal requirement for private companies to appoint a secretary. That is unless the Memorandum of Association state they do.
What’s more, any companies that incorporated before April 2008, the articles will still require the provision of one. Please note, members can now remove this when they pass a special resolution. If you fail to do so, it will mean that your company will still be required to have one.
The types of companies
UK Public companies (PLCs)
Plc’s are large companies in the UK, and these are publicly listed. They are still required to have a secretary.
UK Private companies
Many private companies still choose to appoint a secretary for the same reasons as before. That is to carry out duties for the directors, and when they do so, they make their workload lighter. Therefore, what does the role involve?
- Act as a signatory
- Look after and update the statutory books
- Complete and file the Confirmation Statements
- Arrange the directors’ and shareholders’ meetings
- Tell Companies House about any changes
- Secure the company documents such as the incorporation certificates, the Memorandum of Association, the company seal and any directors’ service contracts
- Comply with any legal matters
- Liaise with the shareholders
Most companies today
Today, most contractors who have their own company do not have one as there is no official need for them to do so.
The accountant, will in many cases:
- maintain the statutory books;
- complete and file the Confirmation Statements;
- draw up the minutes of any meetings;
- inform Companies House of any changes; and
- keep the company papers in a safe place
The director will also take care of any other duties that the secretary would tend to look after.
If you are a contractor running your own UK company, there is no real benefit in having a secretary, per se. As a contractor accountant who looks after UK contractors most of my clients, do not have a company secretary.
What’s more, you may employ your spouse to look after the admin type tasks. If you do this, your spouse does not need to take this official title to do this job.
As a final note, when you have your own UK company, the choice to have a secretary is indeed a personal one.
Link to Contractor Advice UK group on