Company secretary and their duties and responsibilities

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Introduction 

What is the role of the company secretary (UK), and which responsibilities do they have in a UK-limited company? Most importantly, does your business need a secretary as a company owner? Furthermore, what are the company secretary duties and functions, and what benefits will this give your business?

When you set up a new UK company, you will need to choose a registered office and who the directors and shareholders are. However, does your new business need a UK company secretary too?

When you run a UK company or business, you often employ a person to help with administrative tasks. Doing this 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.

Role of company secretary (UK)

Important to note that the role of the company secretary is valued for an excellent working business. The company secretary duties and responsibilities will help 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 chosen person will usually have various tasks to complete as part of the company secretary roles and responsibilities.

Duties of company secretary

What does a company secretary do (UK) and what role do they have in a UK limited company?

The company secretary responsibilities will include completing various formal and official 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:

  • The day-to-day filing.
  • The typing of letters.
  • Taking phone calls.
  • Dealing with emails.

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: 

Role of company secretary -considerations 

Company secretary duties and functions

From an official stance, one of the company secretary responsibilities include ensuring that the company’s administration runs smoothly. Therefore, let us consider what a company secretary does:

  • One of the main duties of a company secretary is that they ensure that the company complies with corporate governance, administration, and other financial and legal duties.
  • Another important task is they will deal with the management of shareholder administration and liaising thereon.

What if your business does not have a company secretary?

Please note, if your business does not appoint a secretary, the duties they take care of must still be met. Consequently, as stated in Section 270 Companies Act 2006, these key administration and compliance tasks will become a director’s duty. On the other hand, a person may be asked, on behalf of the directors, to take on this task.

Company secretary -a recent change

The recent Companies Act of 2006 made some key changes regarding company secretaries. One of these was that from 6 April 2008, there is no longer a legal requirement for private companies to appoint a company secretary. That is unless the Memorandum of Association states they need to do so.

What’s more, for any companies incorporated before April 2008, the articles will still require the provision of a secretary. 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. 

Role of company secretary -the types of companies 

UK Public companies (PLCs)

Plc’s are large companies in the UK, 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 corporate secretary duties, and what role does the secretary play?

  • They act as a signatory.
  • Maintain the company statutory books and update 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 board of directors meeting 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.

Role of company secretary -most companies today

Today, most contractors with 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. 

Final thoughts

If you are a contractor running your own UK company, there is no real benefit to having a secretary.

Moreover, 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

LinkedIn    https://www.linkedin.com/groups/4660081/

Published On: August 1st, 2022 / Categories: Running Your Own Company /

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