All limited companies in the UK must appoint at least one director during the incorporation process. Whilst no longer a mandatory appointment, 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 registers, liaising with the company’s accountants, and making sure that the business meets its fiiling 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, and any actions any non-director officials take.
Typical tasks of a company secretary would undertake
- Maintenance of the statutory books – including the registers of directors, members, persons of significant control, secretaries, and charges.
- 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.
- Keep Companies House updated with any changes to personnel, share capital, etc.
- Safeguarding company paperwork
- Acting as a signatory for statutory documents.
Do you have to appoint a company secretary?
It is no longer a legal requirement for a private limited company to appoint a secretary.
The running of companies was significantly simplified as a result of the Companies Act 2006, which made the appointment an optional one from April 2008 onwards.
If your company was formed prior to April 2008, the secretarial requirement can be removed by passing a special resolution to amend the Articles of Association.
Who can be a company secretary?
Anyone can fill the role – even one of the directors, or a separate company. However, you cannot become a secretary if you are:
- the company’s auditor.
- a disqualified director.
- an undischarged bankrupt (unless you have permission from the court to undertake the role).
- under the age of 16.
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 (which is an online form if you complete the process via the web – as most people do).
You will need the following details:
- Full name of the proposed secretary (individual or another company).
- The date of the appointment.
- Address of the proposed secretary (a real residential address. Will be kept private if a service address is also provided).
- A service address can be provided (an alternative address, which will appear on the public record).
- 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 personal details of all 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.
Alternatively, you can still use a variety of paper forms to keep Companies House updated. You can browse the main forms here. The relevant forms are:
- AP03 – Appointment of a company secretary.
- CH03 – Make changes to a secretary’s details.
- TM02 – Terminate a secretarial appointment.