Do you need a company secretary?

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It is not compulsory for private companies to have a company secretary. Many private companies opt to have a director to carry out the secretarial functions, which can be cost-effective for small companies. It is important to know that where a company chooses not to have a company secretary, all reference to the company secretary should be removed from its articles and company paperwork.

What is the role of the company secretary?

Many companies, however, still choose to have a company secretary because of the useful role they fulfil. In general, directors perform the duties of management while the company secretary is responsible for the company’s administration. In small companies, the secretary’s role may be more administrative, including filing documents to Companies House and maintaining the internal books and registers. One of the directors or another employee may take the secretary position.

On the other hand, in large companies company secretaries fulfil a more managerial and advisory role. They are likely to perform tasks such as organising meetings, advising directors on their legal obligations and heading a team of administrative staff. Therefore, the company secretary will probably need to be employed full-time.

The company secretary position can be held by individuals, partnerships and companies. However, a person disqualified from acting as a director will generally not be able to act as a secretary.

What are the duties of a company secretary?

A secretary’s liabilities are usually defined by their status as officer, agent and employee of the company, each of which carries their own legal duties. The secretary’s duties should be set out in writing in their service contract or another agreed document.

As an agent, the secretary has the power to bind the company. They have the authority to carry out administrative acts on behalf of the company. Therefore, even if a company does not specify the scope of its secretary’s duties, they will have the authority to bind the company in administrative matters.

It is impossible to give a definite list of duties and functions expected of a secretary, as their responsibilities will depend upon the type of company for which they work. The company secretary is usually expected to perform administrative tasks such as:

• Statutory filling requirements (e.g. annual returns, company accounts and other company forms)
• Company registers (e.g. updating the registers, keeping them in their proper location and arranging for inspection and copies)
• Meetings (convening meetings on the board’s instructions)
• Minute taking (e.g. taking minutes at board and shareholder meetings)
• Communicating with shareholders (e.g. notices, reports and dividend payments)
• Company signs and stationery (e.g. ensuring that the correct details appear on company stationery)
• Share transfers (e.g. certifying transfers, issuing share certificates)
• Insurance, pensions (arranging the company’s insurances, pensions etc.)

Secretaries can also take further advisory responsibilities. Therefore, they will be expected to advise directors on a number of technical areas such as:

• Compliance with the company’s constitution
• Legal compliance by the company and directors
• Corporate governance

The secretary may also be actively involved in assisting the company’s accountants and auditor in preparing the annual accounts and report. Such secretaries should have a relevant professional qualification/ experience, even though only secretaries of public companies are obliged to do so.

Is it possible to have more than one secretary?

Joint secretaries can be appointed. In practice, since there are no prescribed duties of a secretary, there is nothing to prevent a company from appointing one company secretary, whose name appears on the register, when in fact the duties are performed by more than one person or a team supervised by the secretary.

If a private company chooses not to have a secretary, the duties can be carried out by any of the directors or any other person authorised by the directors to do so. If a public company fails to appoint a secretary, however, it can be directed by the secretary of state to remedy the situations. The company will be given between one and three months to make a suitable appointment and file notice of it to Companies House.

If you have any questions or queries related to company secretaries or company formations in general, we are available for a live chat or you can leave a message on our Support & Contact web page and we will get back to you.