A company secretary is essentially the chief administrative officer of a company, undertaking important tasks delegated by the director(s), such as maintaining records and registers, arranging board and shareholder meetings and all related paperwork, and filing information at Companies House.
Any individual or corporate entity can be appointed as a company secretary, with the exception of persons under 16 years old, disqualified directors, undischarged bankrupts, and the company auditor.
Secretaries of private companies require no formal qualifications, but strict criteria must be met to be the secretary of a public company (PLC).
The legal requirement for private companies to appoint a secretary was abolished on 6 April 2008 under the Companies Act 2006, so it is now an optional appointment. However, public companies (PLCs) must still have a secretary appointed at all times.
A director can also be appointed as the company secretary, even if they are the sole director of the company, but there's no legal requirement for private companies to have a secretary.
Be aware, however, that a person holding both positions cannot sign documents in both capacities at the same time. The appointment of an external professional company secretary would be a better option for sole director companies.
Appointing a company secretary is beneficial for reducing the administrative burden placed on directors. However, even when a secretary is appointed, directors remain ultimately responsible for ensuring that all delegated administrative functions are carried out properly and within the necessary timeframes.
An officer of the company, a company secretary is responsible for advising directors on corporate governance matters and undertaking a range of important administrative functions. Their duties usually include maintaining the company's statutory books; reporting changes to Companies House; filing accounts and confirmation statements; arranging board and shareholder meetings; and ensuring the company and directors comply with corporate legislation.
You can appoint or remove a company secretary at any time after the company formation process. Such changes must be reported to Companies House, which can be done online through our free client admin portal.
Information relating to the appointment or removal of a company secretary will be displayed on the public register of companies.
Whilst there are many similarities between the roles of a director and a company secretary, there are fundamental differences in their responsibilities and liabilities. A director is ultimately responsible for the management of a company and is legally accountable for everything that it does, whereas a company secretary is appointed to assist the director(s) in their duties and advise on matters of corporate compliance.
To change the name or service address of a company secretary, you will need to file Companies House form CH03 (or form CH04 for a corporate secretary) within 14 days. The relevant form can be completed and filed via Companies House online services or Rapid Formations free Online Client portal.
If you appoint a company secretary, you are required to notify Companies House on form AP03 (or form AP04 to appoint a corporate secretary) within 14 days. You can complete and file the relevant form through Companies House online services or Rapid Formations free Online Client Portal.
Companies House will publish the appointment and a copy of the form on the public register, and you must also update the company’s register of secretaries to reflect the new appointment.
If you remove a company secretary, you have to notify Companies House of the termination of appointment on form TM02 within 14 days. This form can be completed and filed through Companies House online services or Rapid Formations free Online Client Portal.
Companies House will publish the termination and a copy of the filed form on the public register, and you must also update the company’s register of secretaries with the date of the secretary’s removal.
Provided there are no restrictions in the company’s articles of association, a company can have one or more secretaries at any given time. You may appoint individual people or corporate bodies to the role of company secretary. At Rapid Formations, we provide a Full Company Secretary Service to assist directors with their corporate administration duties.
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