What does a limited company secretary do?

All limited companies in the UK must appoint at least one director during the incorporation process. Whilst no longer a mandatory appointment for a private limited company, a company may also decide to appoint a secretary to undertake a specific role in the business.

Here we look at the role of a typical company secretary, how to appoint and dismiss one, and other things directors should be aware of before making such an appointment.

What does a company secretary do?

There is no formal definition of what a secretary does, however, in most cases, the role is an administrative one. A secretary will typically take on some of the statutory requirements of a company – such as maintaining company records, liaising with the company’s accountants, and making sure that the business meets its filing deadlines.

In larger companies, the secretarial role can be a significant one – in terms of workload. In smaller ones, the administrative workload is likely to be limited to several annual events, and some ongoing (perhaps monthly) checks.

Importantly, it is the company’s directors who are ultimately responsible for the running of the company, even where a company secretary deals with some of its administrative responsibilities.

Typical tasks a company secretary would undertake

• Maintaining the company’s statutory records and registers.
• Completing the company’s Confirmation Statement, and ensuring it is submitted to Companies House in a timely manner.
• Arranging and keeping records of company meetings – between shareholders and directors.
• Keeping Companies House updated with changes to company officers, share capital and other information which must be reported.
• Making sure the company’s registered email address and other Companies House details are kept up to date.
• Safeguarding company paperwork.
• Acting as a signatory for statutory documents where appropriate.

Do you have to appoint a company secretary?

It is not a legal requirement for a private limited company to appoint a secretary, unless its articles require one.

The running of companies was significantly simplified as a result of the Companies Act 2006, which made the appointment an optional one for private companies from April 2008 onwards.

If your company was formed prior to April 2008 and its Articles of Association still require a secretary, the requirement may need to be removed by amending the articles.

The position is different for a public limited company (PLC). A public company must have a company secretary, and the person appointed must meet the statutory qualification requirements.

Who can be a company secretary?

A private company secretary does not need any formal qualifications. The role can be filled by an individual or another company, and one of the company’s directors can also act as secretary.

However, the company’s auditor cannot also act as its company secretary.

Different rules apply to public companies, where the secretary must be suitably qualified.

How do you appoint a company secretary?

You can appoint a secretary during the formation process – in the same way you appoint directors via Form IN01.

You will need the relevant details of the proposed secretary, including:

• Full name of the proposed secretary, or company name if appointing a corporate secretary.
• The date of the appointment.
• The required address details.
• A service address where applicable.
• Confirmation that consent has been provided by the individual or company to act.

If your company has already been formed, you can appoint or terminate a secretary online, via Companies House. You can also update the details of company officers once you have created an online account. If you have an accountant, they will be able to make the changes on your behalf.

Paper forms are also currently available to notify Companies House of changes to company secretaries. You can browse the relevant Companies House forms here. The main forms are:

• AP03 – Appointment of a company secretary.
• CH03 – Make changes to a secretary’s details.
• TM02 – Terminate a secretarial appointment.