role of the company secretary

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Introduction 

What is the role of the company secretary (CS) and what’s the duties of a secretary when you’ve your own UK contractor limited company? If we research what is a company secretary (UK) and indeed what’s the limited company secretary responsibilities for a UK contracting company, what’ll we discover? Most importantly, as a limited company contractor or small business owner, should you go ahead with appointing a company secretary? Furthermore, what’s the company secretary duties and functions, and what benefits will corporate secretary role give your business? In this guide, we’ll discover that the role of company secretary in a UK business adds value, and we’ll research what this entails.

When you set up a new UK company, you’ll need to choose a registered office and who the directors and shareholders are. However, does your new business need a UK company secretary? If you appoint one, what’ll the role of a company secretary (UK) do for your business? Many UK businesses will proceed with appointing a company secretary, however as a UK contractor will this be beneficial for you, and do you need a company secretary?

When you run a UK company or business, you often employ a person to help with administrative tasks. Doing this’ll help take some of the pressure off you. As a result, the role of a secretary will leave you the time to focus on running your contracting business. However, if you appoint someone for the position, what’s the corporate secretary function and what’s their role in your business? In this guide, we’ll look at these questions and find out what’s the job responsibilities and duties of a company secretary (UK). What’s more, we’ll also look at the company secretary job description (UK) and explain the duties which they undertake.

Initial thoughts

Role of company secretary (UK)

It’s key to note that the company role of a corporate secretary (UK) is valued for an excellent working business. In this guide, we’ll research why hiring a company secretary is important and explain what their role is in a UK business. Basically, the limited company secretary duties and responsibilities will help to make sure that things run smoothly for the company. The person who fills the role of the CS will be an official officer of the company.

If you decide to appoint a CS, you can do this at the time you form your company. On the other hand, if you decide to do this after incorporation, you can submit form AP03 through the post or use the Companies House online WebFiling service.

After appointing the CS, the chosen person with the ltd company secretary role (UK) will usually have various tasks to complete as part of the company secretary roles and responsibilities. These may cover a wide range in terms of company responsibilities and the CS will take care of these as part of their role.

Duties of company secretary

What does a company secretary do (UK) and what role do they have in a UK limited company? Basically, the company secretary responsibilities (UK) will include completing various formal and official duties. Furthermore, another plus point is a person who fills the role of the company secretary can take care of some of the tasks that can take a lot of time when you run a business. For example, the company secretary work and tasks of the secretary will include jobs such as:

  • The day-to-day filing of company documents.
  • The typing of letters to business contacts, clients, and other parties.
  • Taking phone calls from clients and suppliers and any other business contacts.
  • Dealing with official emails and company correspondence.

To sum up, the official role, duties and responsibilities of a company secretary will make for a smoother running in most UK businesses. They’ll make the directors’ jobs easier by taking some of the pressure off them. Indeed, by dealing with official duties and tasks this’ll leave the directors with more time to look after more important matters for the business.

When you’re a UK contractor, there aren’t as many duties and tasks as would be the case in a larger limited company. As a result, you may decide not to appoint a CS and we’ll cover this in more detail later.

Common questions

When a contractor or new business owner sets up their new company, they may have questions about appointing a CS. Not knowing what to expect, some of the commonly asked questions by new UK business owners in terms of a CS, will include:

  • Does a ltd company need a secretary?
  • What is the role of a company secretary in a limited company?
  • What is the work of a secretary in a company?
  • What are the duties of company secretary?

In this guide, we’ll consider the above points and investigate these more closely. What’s more, we’ll pay a particular focus into what does a secretary do in a company.

Other Companies House guides

Besides this guide on the role of the company secretary, we’ve many guides that help you navigate Companies House. These explain how to make certain official changes in your UK limited company. What’s more, they include how to report such changes to Companies House. Therefore, these guides include:

  • The UK Public Register -this explains how the Companies House register works and what information is shown on here. 
  • The duties of a company director -this covers the official duties of directors and what’s expected of them when they hold position of director. 
  • How the Confirmation Statement works -this explains how to complete this form and what else to bear in mind when you do this.
  • Your official address as director -this guide covers what you should consider for you official director address. We also cover how you can change this to protect your home address from being shown on the public record.
  • The SIC code -this code is relevant to your particular trade or industry. A company needs to choose at least one SIC code when it first registers with Companies House.

On this website, there’s many other helpful guides too. These cover all sorts of aspects when you run your own contractor company or small business in the UK. There are guides on setting up, running, and closing your company. We also cover contractor expenses in detail and what rules pertain to these. What’s more, there’s lots of helpful tips and guides on how you can operate tax efficiently and make savings along the way.

Role of the company secretary -considerations 

Company secretary duties and functions

From an official stance, one of the secretary’s responsibilities and indeed a main role of a secretary in a company include ensuring that the company’s administration runs smoothly. Therefore, let’s consider what’s the role of the company secretary and the official company secretary powers:

  • 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 for the person with the company secretary role and responsibilities is they’ll deal with the management of shareholder administration and liaising thereon.

As mentioned, when the CS looks after the above, it makes it easier for company directors focus on running the business. In turn, this should help to make the company more profitable in the long run.

What if your business doesn’t have a secretary?

If your business doesn’t appoint a secretary, then what would’ve been the CS duties and functions 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. 

The company secretary in UK -a recent change

The Companies Act of 2006 made some key changes regarding company secretaries (UK). One of these was that from 6 April 2008, there’s no longer a legal requirement for private limited companies to appoint one. 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 CS. Members can now remove this when they pass a special resolution. If you fail to do so, it’ll mean that your business will still be required to have an official secretary. 

Role of company secretary in private limited company & the types of UK companies 

UK Public companies (PLCs)

Plc’s are large companies in the UK, publicly listed. These larger companies are still required to appoint an official secretary. 

UK Private companies

Many private companies still choose to appoint a secretary for the same reasons as before. That’s to carry out certain corporate secretarial duties for the directors. The role of a company director (UK) is to ensure they work in the best interests of the company therefore when they’ve a secretary in place, this’ll make the directors’ workload lighter. Therefore, what’s the role of the company secretary and what’s their official corporate secretary duties and responsibilities?

The official secretary of a business’ main duties

Let’s now consider the importance of company secretary in points. When we do this, there’s the main duties, responsibilities, and statutory requirements as part of the CS role. Therefore, these duties will include:

  • One of the main responsibilities of the CS in a company is they act as a signatory.
  • Another one of the main duties of a CS in a company is they’ll maintain the company statutory books and update these when appropriate. The statutory registers include registers of directors and secretaries, registers of members (shareholders) etc.
  • A further task and part of their responsibilities is they’ll ensure that the company completes and files the Confirmation Statements.
  • The role also includes arranging the company’s director’s meetings and shareholders’ Annual General Meetings (AGM). Director’s meetings can happen at any time if something needs discussing or approving. On the other hand, shareholder meetings or AGMs usually happen once per annum after the company accounts have been prepared. Furthermore, in `larger’ companies, the secretary must convene a board of directors meeting if any director asks for one.
  • Another official duty is to advise Companies House about any changes.
  • The role of the CS also includes securing the company documents, such as the Certificate of Incorporation, Memorandum and Articles of Association, the company seal and any directors’ service contracts.
  • The responsibilities also include dealing with and complying with any legal matters. This’ll include reviewing any legal documents and acting accordingly.
  • Finally, the duties also include liaising with the company shareholders.

In medium and larger companies, the corporate secretary function will include many tasks to deal with day to day. However, in smaller companies such as a contractor limited company, the number of tasks will be minimal.

Other considerations

Role of company secretary -small companies today   

Today, many UK contractors with their own limited company, and lots of other small companies will choose not to have a secretary. Basically, this is because there’s no official need for them to do so.

Therefore, the UK contractor’s accountant will, in many cases:

  • Maintain the statutory books. These’ll need updating when there’s any official changes in the company. Such changes will include changes in director’s details, appointment or resignation of directors, changes in shares owned by the shareholders and other statutory changes.
  • Complete and file the Confirmation Statements. These forms need filing with Companies House once per annum. The Confirmation Statements show much the same information as is shown in the statutory books e.g., details of directors, shareholders etc.
  • Draw up the minutes of any board meetings or director meetings. Such meetings are held to discuss important issues for the company as well as general meetings where routine items are discussed.
  • Inform Companies House of any changes in company officials (directors). Nowadays, they can inform Companies House online via their website.
  • Keep the company papers in a safe place. This’ll include any official documents and correspondence.

UK contractor companies

In most contractor companies, the company role of a contractor is to perform contracting work in their specialised skill area. In most cases, this’ll be the company’s sole focus in terms of generating income for the business. Therefore, there’s not as many tasks for a CS to complete, unlike in larger companies. As a result, the contractor / director will usually take care of any duties that ordinarily a secretary would tend to look after.

When you start contracting, if you’d like a secretary for your contractor company, there’s nothing to stop you appointing one. However, there’s no real benefit to a contractor limited company secretary either. As a result, most contractors decide not to appoint a CS. 

Final thoughts

When we consider the official role of the company secretary, if you’re a UK contractor running your own company, there’s no real benefit to having a CS. However, if you’d like to appoint one, you can do. Indeed, you may decide to employ your spouse or wife to look after the administration-type tasks for the business. Therefore, in effect, they’d look after what would’ve been the official company secretary responsibilities. Consequently, if you do this, your spouse doesn’t need to take the official secretary role to do this job.

Finally, when you’ve 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: January 4th, 2024 / Categories: Running Your Own Company /

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2 Comments

  1. KPC Corporate Services Limited October 30, 2023 at 7:18 am - Reply

    Great information, really appreciated.

    • contractoradviceuk October 30, 2023 at 12:50 pm - Reply

      Many thanks!

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