A company secretary is an officer of a UK company responsible for ensuring the company complies with its statutory and administrative obligations. While private limited companies are not legally required to have one, public limited companies must appoint a company secretary by law.
Is a Company Secretary Required?
| Company Type | Requirement |
|---|---|
| Private limited company (Ltd) | Optional since October 2008 (Companies Act 2006) |
| Public limited company (PLC) | Mandatory — must have a qualified company secretary |
| Limited liability partnership (LLP) | Not applicable |
Before the Companies Act 2006, all companies had to appoint a company secretary. Since 2008, private companies can choose whether to have one. If no company secretary is appointed, the directors assume the responsibilities.
Key Responsibilities
The company secretary’s duties span corporate governance, statutory compliance and administrative management:
Companies House Filings
- Filing the confirmation statement (formerly the annual return)
- Filing company accounts
- Notifying Companies House of changes to directors, registered office, share capital and other prescribed details
- Filing special and ordinary resolutions
- Managing the company’s record at Companies House
Statutory Registers and Records
- Maintaining the statutory books including the register of members, register of directors and PSC register
- Keeping minutes of board meetings and general meetings
- Maintaining the register of charges (secured loans)
- Ensuring the company’s articles of association are up to date
Board Administration
- Organising and preparing for board meetings and general meetings
- Preparing agendas and distributing board papers
- Taking and maintaining minutes of meetings
- Ensuring board decisions are properly recorded and implemented
- Managing the seal (if the company has one)
Shareholder Administration
- Managing share transfers and updating the register of members
- Issuing share certificates
- Coordinating dividend payments
- Organising annual general meetings (AGMs) for public companies
- Handling shareholder communications and proxy forms
Compliance
- Ensuring the company complies with the Companies Act 2006
- Monitoring filing deadlines and ensuring timely submissions
- Advising directors on their statutory duties
- Ensuring proper procedures for the appointment and removal of directors
- Managing the company’s registered office requirements
Who Can Be a Company Secretary?
Private Companies
Any individual or corporate body can act as company secretary for a private company. There are no formal qualification requirements. Common choices include:
- A director of the company (a person can hold both roles simultaneously in a private company)
- An employee with administrative or legal knowledge
- A professional adviser (accountant, solicitor or company formation agent)
- A corporate secretary service provider
Public Companies
For public companies, the company secretary must have the requisite knowledge and experience to discharge the functions. The Companies Act 2006 (s.273) specifies that the person must:
- Have held the office of company secretary of a public company for at least 3 of the preceding 5 years, or
- Be a member of a recognised professional body (e.g. ICSA, ICAEW, ACCA, Law Society), or
- Be a barrister, advocate or solicitor, or
- Appear to the directors to be capable of discharging the functions by virtue of another position held or qualification
Appointing a Company Secretary
First Secretary
The first company secretary can be named in the application for registration (form IN01) when the company is incorporated. This is optional for private companies.
Subsequent Appointments
The directors appoint the company secretary by board resolution. The appointment must be notified to Companies House within 14 days using form AP03 (individual) or AP04 (corporate).
Removal
A company secretary can be removed by the directors. The removal must be notified to Companies House within 14 days using form TM02.
Company Secretary vs Director
| Feature | Company Secretary | Director |
|---|---|---|
| Statutory duties | Administrative and compliance | Strategic management and fiduciary |
| Liability | Limited personal liability | Broad personal liability under s.170-177 |
| Fiduciary duties | Not subject to general duties in s.170-177 | Subject to all seven statutory duties |
| Appointment | By directors (board resolution) | By shareholders (ordinary resolution) |
| Companies House notification | Form AP03/TM02 | Form AP01/TM01 |
A company secretary is not a director and does not owe the same fiduciary duties to the company, unless they also hold a directorship.
Outsourcing the Company Secretary Role
Many small and medium-sized companies outsource the company secretary function to:
- Accountancy firms who handle the role alongside accounting and tax services
- Company secretarial service providers who specialise in compliance
- Law firms who combine the role with legal advisory services
Outsourcing can be cost-effective for companies without the need for a full-time secretary. The provider ensures deadlines are met and statutory records are maintained.
Consequences of Not Having a Company Secretary
For private companies, there is no penalty for not having a company secretary. The directors simply take on the duties themselves. However, this can lead to:
- Missed filing deadlines if no one is specifically responsible
- Poor record-keeping of board decisions
- Incomplete statutory books
For public companies, failure to have a qualified company secretary is a breach of the Companies Act. Companies House can take enforcement action, and the company’s officers can face fines.