What is a company secretary?

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.

Who can be a company secretary?

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).

Do I need a company secretary to register a company?

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.

Can a director also be the company secretary?

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.

Why would I have a company secretary?

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.

What are the duties and responsibilities of a company secretary?

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.

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

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.

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