Company Secretary

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A businesswoman in a tan jacket smiles as she carries a white document in a sparse, brightly-lit office building.

What is a company secretary?

A company secretary is generally appointed to take on some of the administrative duties a company needs to comply with, although often times their remit may extend beyond this.

Who can be a company secretary?

Any individual or company can be a company secretary, and no formal qualifications are required for secretaries of private companies. However, the secretary cannot be the company auditor or an ‘undischarged bankrupt’.

Do I need a company secretary to register a company?

It is no longer a legal requirement (since 6 April 2008) for private companies to have a company secretary unless the articles of association explicitly require the company to have one. Public companies, on the other hand, must have a company secretary appointed at all times.

Can a director also be the company secretary?

A director may also be the company secretary. Furthermore, since 1st October 2009, sole directors (where there are no other directors appointed to the company) can also hold the office of secretary at the same time. Note, however, a person holding the two positions cannot sign documents in both capacities where the document requires execution by both offices.

Why would I have a company secretary?

The appointment of secretaries is good for reducing the workload on directors. Note, however, that directors remain ultimately liable for fulfilling their responsibilities even when they appoint a company secretary to carry them out for them.

What are the duties and responsibilities of a company secretary?

As a company officer appointed to take on some of the duties of the directors. Whilst their remit can vary from company to company, the usual role of a secretary involves:

  • Completing and filing the Confirmation Statement (previously known as Annual Returns) within the given deadline
  • Filing directors’ reports, financial statements and auditor reports
  • Ensuring the safekeeping of all legal documents
  • Reporting any significant changes to Companies House
  • Arranging any meetings of the directors and shareholders, and ensuring the effective administration and minute keeping of these meetings

Although a company secretary may take responsibility for these duties, the directors remain legally responsible for the lawful running of the company and the preparation and filing of all returns and reports.

Can I appoint or remove a company secretary after the company formation process?

Yes, a company secretary can be added or removed at any time with appropriate documentation, but these changes must be filed with Companies House. Changes to company details can be carried out via our client admin portal at any time after incorporation.

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