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Role of the Company Secretary 2024/25: Limited Company Guide

role of the company secretary

role of the company secretary

Introduction 

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

When you set up a new UK company, you must choose a registered office and who the directors and shareholders are. However, does your new business require a UK company secretary? If you appoint one, what will 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 benefit you, and do you need a company secretary?

When you run a UK company or business, you often employ someone to help with administrative tasks. Doing this will 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’s function, and what do they do for your business? This guide will examine these questions and determine the CS job responsibilities and duties. Moreover, we’ll research a company secretary’s job description (UK) and explain their duties.

Initial thoughts

What is the role of company secretary (UK)?

It’s vital to note that the position of 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 their company’s role in a UK business. The limited company secretary’s duties and responsibilities will help ensure the company runs smoothly. The person who fills the position of the CS is an official officer of the company.

If you appoint a CS, you can do this when 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’s roles and responsibilities. These may cover a wide range of company responsibilities, and the CS will take care of them as part of their role.

What are the duties of a company secretary?

What does a company secretary (UK) do, and what role do they have in a UK limited company? Basically, the company secretary‘s responsibilities (UK) will include completing various formal and official duties. Furthermore, another plus point is a person who fills this position can take care of some of the tasks which can take a lot of time when you run a business. For example, the company secretary‘s 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, a company secretary’s official role, duties, and responsibilities will improve the running of most UK businesses. They’ll make the directors’ jobs easier by taking some pressure off them. Indeed, dealing with official duties and tasks will give the directors 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 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 a company secretary?

In this guide, we’ll investigate the above points more closely. Moreover, we’ll pay particular attention to what a secretary does in a company.

Other Companies House guides

Besides this guide on a company secretary, we’ve many guides which help you navigate Companies House. These explain how to make official changes in your UK limited company. Moreover, they include information on 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 here. 
  • The duties of a company director -this covers the official responsibilities of directors and what’s expected of them when they hold the director position. 
  • The Confirmation Statement -this explains how to complete this form and what else to remember when doing so.
  • Your official address as director -this guide covers what you should consider for your official director address and how to change it to protect your home address from being shown on the public record.
  • The SIC code is relevant to your particular trade or industry. A company must choose at least one SIC code when registering with Companies House.

There are many other helpful guides on this contractor’s website, too. These cover all sorts of aspects when you run a contractor company or small business in the UK. There are guides on setting up, running, and closing your company. We cover contractor expenses in detail and what rules pertain to these. In addition, there are many helpful tips and guides on operating tax efficiently and making savings along the way. 

Role of the company secretary & considerations 

The company Secretary duties and functions

From an official stance, one of the secretary’s responsibilities and a secretary’s primary role is ensuring the company’s administration runs smoothly. Therefore, let’s consider the company official company secretary’s powers and main duties:

  • One of the main duties of a company secretary is to ensure 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 managing shareholder administration and liaising with it.

As mentioned, when the CS looks after the above, it makes it easier for company directors to 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, Section 270 of the Companies Act 2006 states these administration and compliance tasks are a director’s duty. On the other hand, a person may be asked to take on this task on behalf of the directors. 

The company secretary in the UK & a recent change

The Companies Act of 2006 made fundamental 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’s unless the Memorandum of Association states they must do so.

What’s more, any companies incorporated before April 2008, their 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, your business will still need an official secretary. 

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

UK Public Companies (PLCs)

PLCs are large, publicly listed companies in the UK. 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 mentioned earlier. That’s to carry out specific 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 have a secretary in place, that’ll make the directors’ workload lighter. Thus, what’s the role of the company secretary, and what are the official corporate secretary’s duties and responsibilities?

What are the main duties of the official secretary of a business?

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

  • One of the main responsibilities of the CS in a company is to act as a signatory.
  • Another primary duty of a CS is maintaining the company’s statutory books and updating them when appropriate. Statutory registers include registers of directors and secretaries, registers of members (shareholders), etc.
  • As part of their responsibilities, they will ensure the company completes and files the Confirmation Statements.
  • The CS will also arrange the company’s director’s meetings and shareholders’ Annual General Meetings (AGM). Director’s meetings can happen anytime if there’s something to discuss or approve. On the other hand, shareholder meetings or AGMs usually occur 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 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 include dealing with and complying with any legal matters. This will consist of reviewing any legal documents and acting accordingly.
  • Finally, the duties include liaising with the company shareholders.

The corporate secretary function includes many daily tasks in medium and larger companies. However, the number of tasks is minimal in smaller companies, such as a contractor limited company.

Other thoughts

Role of company secretary & what do small companies today do?

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

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

  • Maintain the statutory books. These require updating when there are any official changes in the company. Such changes will include changes in director’s details, appointment or resignation of directors, shares owned by the shareholders and other statutory changes.
  • Complete and file the Confirmation Statements. You file this form with Companies House once per annum. The Confirmation Statements show much the same information as in the statutory books, e.g., details of directors and shareholders.
  • Draft the minutes of any board or director meetings. These meetings are held to discuss important issues for the company, and 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 will 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 will be the company’s sole focus in generating income for the business. Therefore, unlike in larger companies, there are fewer tasks for a CS to complete. As a result, the contractor/director usually takes care of any duties that a secretary would typically look after.

When you start contracting, if you’d like a secretary for your contractor company, there’s nothing to stop you from 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 so. 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‘s responsibilities. Consequently, if you do this, your spouse doesn’t have to take the official position as secretary to do this job.

Finally, having a secretary is a personal choice when you have a small UK company.

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