Who are the officers of a limited company?

There is some confusion around the term ‘officer’ when discussing limited company business structures and the people within them. Who is a company officer? Who isn’t a company officer? In this post, we will clear this up once and for all. Let’s get started.

Directors and secretaries are officers

Generally, only company directors and secretaries are considered officers of a limited company. However – to add an element of confusion – the designated members of a limited liability partnership (LLP) are sometimes referred to as officers. For the purposes of this blog, we shall focus on directors and secretaries.

Directors are the individuals that take care of the general day-to-day running of a limited company. Secretaries are the individuals who ensure that the company is up-to-date with its filing responsibilities.

Shareholders, people with significant control (PSCs), and guarantors (a limited by guarantee’s version of a shareholder) are not company officers. They would only be considered officers if they were also appointed as a director or secretary.

How many officers does a limited company need?

The number of officers a company must have depends on the type of limited company.

Private companies limited by shares must have one director appointed at all times (and one shareholder).

Private companies limited by guarantee must have one director appointed at all times (and one guarantor).

Public limited companies (PLCs) must have two directors and one qualified company secretary appointed at all times (and one shareholder). A director can also take on the role of secretary.

As you can see, secretaries are only required in public limited companies. They are an optional appointment in companies limited by shares and companies limited by guarantee, unless the articles of association state that a secretary must be appointed. Limited liability partnerships cannot appoint secretaries.

The duties of the company director

In accordance with the Companies Act 2006, a company director has seven duties:

1. Duty to act within powers (as set out by the company’s articles of association)
2. Duty to promote the success of the company
3. Duty to exercise independent judgment
4. Duty to exercise reasonable care, skill, and diligence
5. Duty to avoid conflicts of interest
6. Duty not to accept benefits from third parties
7. Duty to declare interest in proposed transaction or arrangement

The duties of the company secretary

Unlike the director, there are no set guidelines defined by the Companies Act when it comes to the duties of secretaries. However, if one is appointed, they would usually take care of the following:

• Ensuring that Companies House are informed of any changes to the company
• Making sure that the company registers are kept up-to-date
• Filing annual accounts and the confirmation statement
• Filing company tax returns and paying corporation tax
• Scheduling meetings (board meetings and shareholder’s general meetings)

Whilst these tasks will often fall within the remit of the secretary, it’s important to highlight that directors are ultimately responsible for ensuring that they get done.

Who can be a company officer?

The rules on who can be a company officer are relatively relaxed. Provided that an individual is at least 16 years old, and none of the below applies to them – they can take on an officer role:

• Has not been disqualified from being a director
• Is not an undischarged bankrupt
• Is not also the company auditor

It’s worth noting that there are no regulations on the nationality of the officer-to-be, or where they live. The company must have a UK-based registered office, but the officer’s service address and residential address can be located anywhere in the world.

Do company officers need a specific qualification?

In a private company limited by shares and limited by a guarantee company, any capable person can be a director or secretary (provided that they meet the requirements set out in the section directly above). There is no qualification required.

In a public limited company, any capable person can be a director; however, the Companies Act 2006 does have requirements in place in regard to who can be a secretary (remember, in PLC, a secretary must be appointed):

1. It is the duty of the directors of a public company to take all reasonable steps to secure that the secretary (or each joint secretary) of the company:
   • is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company, and
   • has one or more of the following qualifications.
2. The qualifications are:
   • that he has held the office of secretary of a public company for at least three of the five years immediately preceding his appointment as secretary;
   • that he is a member of any of the bodies specified in subsection (3);
   • that he is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom;
   • that he is a person who, by virtue of his holding or having held any other position or his being a member of any other body, appears to the directors to be capable of discharging the functions of secretary of the company.
3. The bodies referred to in subsection (2)(b) are:
   • the Institute of Chartered Accountants in England and Wales;
   • the Institute of Chartered Accountants of Scotland;
   • the Association of Chartered Certified Accountants;
   • the Institute of Chartered Accountants in Ireland;
   • the Institute of Chartered Secretaries and Administrators;
   • the Chartered Institute of Management Accountants;
   • the Chartered Institute of Public Finance and Accountancy.

Is company officer information published on the Companies House public register?

Yes, once a company officer has been appointed, the following information related to the officer is made accessible on the Companies House register:

• Name
• Number of appointments held
• Month and year of birth
• Service address (also known as the correspondence address) – the residential address is not published unless it is being used as this address
• Appointment date (and resignation date if appropriate)
• Role within the company (for example, ‘Director’)
• Nationality
• Country of residence
• Occupation

Can a company change its officers?

Absolutely. One of the primary benefits of the limited company structure is that the people within it can come and go, but the business can persevere. Directors and secretaries can resign and new ones be appointed as and when it is required.

Once the necessary meetings have been held and resolutions passed, a company can remove/appoint a director/secretary by completing the below forms and returning them to Companies House:

• Appointment of director (AP01)
• Appoint a secretary (AP03)
• Termination of appointment of director (TM01)
• Termination of appointment of secretary (TM02)

Alternatively, you can save yourself time by using the online versions of these forms through Companies House WebFiling, or if your company was formed using Rapid Formations, (or has been imported to our system) via your Online Client Portal.

So there you have it

Who are the officers in a company? They are the directors and the secretaries (if secretaries have been appointed). They are not the shareholders, guarantors, or PSCs – unless a shareholder, guarantor, or PSC is also appointed as a director or secretary.

Rapid Formations offers services related to company officers. See the links below for more information.

We can help appoint and remove company directors: Director Appointment & Resignation Service (£29.99)

Make up to 15 changes to your company per year: Full Company Secretary Service (£149.99 per year)

If you have any questions, please get in touch. We hope you have found this post helpful.