Practical Company Secretarial Duties

Company secretarial duties are the administrative and compliance tasks that keep a UK company in good standing with Companies House, HMRC and its own constitution. Whether handled by a dedicated company secretary, a director or an external provider, these tasks must be done consistently and on time.

Core Filing Obligations

Every UK limited company must file certain documents with Companies House throughout its life:

Missing the accounts filing deadline triggers automatic penalties that cannot be appealed on the grounds of oversight:

Maintaining Statutory Registers

Companies must maintain a set of statutory books that record the company’s ownership, officers and constitution. The key registers are:

Register of Members

Records every person who holds shares in the company, including:

• Full name and address
• Date of becoming and ceasing to be a member
• Number and class of shares held
• Amount paid up on each share

This register must be updated within 2 months of a share transfer or allotment.

Register of Directors

Records the current and former directors of the company:

• Full name, service address and date of birth
• Nationality, occupation and date of appointment
• Date of resignation or removal

Register of Directors’ Residential Addresses

A separate, confidential register of directors’ home addresses. This is not available for public inspection.

Register of Secretaries

If the company has a company secretary, their details must be recorded:

• Full name and service address (individual)
• Corporate name, registered office and registration number (corporate secretary)

PSC Register

The register of persons with significant control records individuals or entities that hold more than 25% of shares or voting rights, or who otherwise exercise significant control over the company.

Register of Charges

Records any mortgages, debentures or security interests granted over the company’s assets.

Board Meeting Administration

Preparing for and documenting board meetings is a central company secretarial task:

Before the Meeting

• Draft and circulate the agenda at least 7 days before the meeting
• Prepare and distribute board papers (management accounts, proposals, reports)
• Confirm quorum will be met (check the articles for the required number)
• Arrange the meeting logistics (room, video conferencing, dial-in)

During the Meeting

• Confirm quorum is present
• Record attendance and apologies
• Take notes for the minutes

After the Meeting

• Draft minutes and circulate to the board within a reasonable time (typically 14 days)
• Record any resolutions passed
• Follow up on action items assigned to directors or management
• File any resolutions with Companies House if required (special resolutions must be filed within 15 days)

Written Resolutions

Private companies can pass most resolutions as written resolutions without holding a physical meeting. This is common for routine matters and is quicker than convening a board meeting.

A written resolution is passed when:

The resolution must be circulated to all eligible shareholders with a statement explaining it. Shareholders have 28 days to respond (unless the articles specify otherwise).

Share Administration

When shares change hands or new shares are issued, the company secretary handles:

Share Transfers

• Receive the completed stock transfer form (form J30)
• Check for any restrictions on transfer in the articles
• Update the register of members
• Issue a new share certificate within 2 months
• Cancel the old share certificate
• File form SH01 with Companies House if the statement of capital has changed

Share Allotments

• Confirm directors have authority to allot (s.550 or s.551)
• Check pre-emption rights (s.561) – disapply by special resolution if needed
• Pass a board resolution to allot the shares
• Issue share certificates within 2 months
• File form SH01 (return of allotment) within 1 month
• Update the register of members and statement of capital

Dividends

• Ensure distributable reserves are sufficient
• Pass a board resolution to declare an interim dividend (or shareholders’ resolution for a final dividend)
• Prepare and issue dividend vouchers to shareholders
• Update the company’s records

Annual Compliance Calendar

A well-run company secretarial function operates to a compliance calendar that tracks every deadline:

Setting up reminders 6 weeks before each deadline gives enough time to gather information and prepare filings.

Companies House Authentication

To file online with Companies House, the company needs:

• A WebFiling account – set up at the Companies House website
• The company’s authentication code – a 6-character alphanumeric code posted to the registered office
• An email address for correspondence

For software filing (used by accountants and company secretarial providers), an API key or presenter ID is required.

Common Mistakes

• Filing the confirmation statement late – this can lead to the company being struck off the register
• Not updating the PSC register – this is a criminal offence for the company and its officers
• Failing to file special resolutions – these must be filed within 15 days
• Not issuing share certificates – the statutory deadline is 2 months from allotment or transfer
• Losing the authentication code – request a new one well before filing deadlines
• Not recording minutes – unsigned or missing minutes create problems during audits, disputes or company sales

Outsourcing Company Secretarial Work

Many small and medium-sized companies outsource the function to their accountant or a specialist company secretary service. The benefits include:

• Professional monitoring of all deadlines
• Expertise in corporate governance requirements
• Reduced risk of late filing penalties
• Proper preparation and storage of statutory books
• Access to specialist advice on corporate transactions