What is the role of company secretary and which responsibilities and duties do they have in a UK limited company? Most importantly, as a company owner, does your business need a secretary? What’s more, what do they actually do, and what benefits would this give to your business?
When you run a UK company or business, you will often employ a person to help with the administration type tasks. In turn, by doing this, it will help take some of the pressure off of you. As a result, it will then leave you the time to focus on running your business.
Important to note, the role of company secretary is a valued one to a good working business. This helps to make sure that things run smoothly for the company. The person who fills the secretary role will be an official officer of the company.
The secretary will be responsible for completing various formal duties. Furthermore, another 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. For example, these will include jobs such as:
To sum up, their role will make for a smoother running in most UK businesses.
Other Companies House guides
We have many guides that help you navigate Companies House. These explain how to report and make certain official changes in your company. Therefore, these include:
Official duties of company secretary
From an official stance, one of the company secretary responsibilities is to make sure that the administration of the company runs smoothly. Therefore, let’s consider what does a company secretary do:
- They comply with corporate governance and administration along with other financial and legal duties.
- They will deal with the management of shareholder administration and liaising thereon.
What if your business does not have a company secretary?
First of all, if your business does not appoint a secretary, the duties that they take care of must still be met. Consequently, as stated in Section 270 of the Companies Act 2006, these key administration 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.
Company secretary -recent change
The recent Companies Act of 2006 made some key changes with regards to company secretaries. One of these was that from 6 April 2008, there is now no longer a legal requirement for private companies to appoint a company secretary. That is unless the Memorandum of Association state that they need to do so.
What’s more, for any companies that incorporated before April 2008, the articles will still require the provision of a secretary. 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 a company secretary.
The types of companies
UK Public companies (PLCs)
Plc’s are large companies in the UK, and these are publicly listed. These companies are still required to appoint a company 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. When they do so, they make the directors’ workload lighter. Therefore, what are the official company secretary responsibilities and what role do they play?
- Maintain the company statutory books and updating these when appropriate. The statutory registers include registers of directors and secretaries, registers of members (shareholders) etc.
- They ensure that the company completes and files the Confirmation Statements.
- Arrange the directors’ and shareholders’ meetings. In `larger’ companies the company secretary must convene a meeting of the board of directors if any director asks for one.
- Advise Companies House about any changes.
- They secure the company documents, such as the Certificate of Incorporation, Memorandum and Articles of Association, the company seal and any directors’ service contracts.
- They comply with any legal matters.
- Liaise with the shareholders.
Most companies today
Today, most contractors who have their own company do not have a company secretary. This is because there is no official need for them to do so.
Therefore, the contractor’s accountant will in many cases:
- Maintain the statutory books.
- Complete and file the Confirmation Statements.
- Draw up the minutes of any board meetings or director meetings.
- Inform Companies House of any changes.
- Keep the company papers in a safe place.
Please note, the director will also take care of any other duties that ordinarily 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 anymore.
What’s more, you may employ your spouse to look after the administration type tasks. If you do this, your spouse does not need to take the official company secretary 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