Company Secretary Duties: Do You Need One and What Do They Do?

Private limited companies haven't been required to have a company secretary since 2008. But here's the catch: even without a company secretary, someone must still perform the statutory duties that role traditionally handles. For most small companies, this falls to the directors.

This guide explains what company secretary duties involve, when you might want to appoint one, and how to stay compliant whether you have one or not.

Quick Answer: Do You Need a Company Secretary?

Even though private companies don't need a company secretary, the statutory obligations remain. The directors become responsible for all duties that would otherwise fall to a secretary. Whether you formally appoint someone or handle it yourself, the work must be done.

What Does a Company Secretary Do?

The company secretary is traditionally the principal administrative officer of a company, responsible for ensuring compliance with company law and maintaining statutory records. Here's what the role involves:

Core responsibilities:

• Maintaining statutory registers (members, directors, PSC)
• Filing documents with Companies House
• Organizing board meetings and AGMs
• Keeping minutes of meetings
• Managing share transfers and certificates
• Ensuring compliance with the Companies Act 2006
• Acting as a point of contact for shareholders
• Advising directors on their legal duties

For public companies, the company secretary must be a qualified person (solicitor, accountant, or someone with relevant experience). For private companies, anyone can be appointed regardless of qualifications.

The role has evolved significantly. Historically, every company needed a secretary, but the Companies Act 2006 made this optional for private companies from April 2008. The government's reasoning was to reduce administrative burden for small businesses. However, the underlying duties didn't disappear; they simply transferred to the directors.

Key Statutory Duties Explained

Whether handled by a company secretary or directors, these duties must be fulfilled:

1. Maintaining Statutory Registers

Every company must keep certain statutory registers. These can be held at the registered office, a single alternative inspection location (SAIL), or on the public register at Companies House.

Register of members (shareholders)

• Names and addresses of all shareholders
• Date each person became/ceased to be a member
• Number of shares held and class of shares
• Amount paid on each share

Register of directors

• Name, service address, date of birth, nationality
• Business occupation
• Other directorships held (for the past 5 years)
• Date of appointment and cessation

Register of directors' residential addresses

• Home addresses of all directors
• Not available for public inspection (protected information)

Register of secretaries (if you have one)

• Name and address of company secretary
• For corporate secretaries: registered name and number

PSC register (Persons with Significant Control)

• Anyone who owns more than 25% of shares or voting rights
• Anyone who can appoint or remove the majority of directors
• Anyone with significant influence or control

Register of charges (if applicable)

• Details of any mortgages or charges over company assets
• Must be kept at registered office

Since April 2016, companies can elect to keep certain information on the public register at Companies House instead of maintaining their own registers. This simplifies record-keeping but means the information becomes publicly accessible. Many companies still prefer to maintain private registers, especially for director residential addresses and other sensitive information.

2. Filing Companies House Documents

The company secretary (or directors) must ensure timely filing of:

Annual filings:

• Confirmation Statement (within 14 days of review period end)
• Annual accounts (9 months after year-end for private companies)

Event-based filings:

• Changes to directors (within 14 days)
• Changes to PSC register (within 14 days)
• Changes to registered office (within 14 days)
• Allotment of shares (within 1 month)
• Changes to company name, articles, or share capital

Resolutions:

• Special resolutions must be filed within 15 days

3. Board Meetings and Minutes

While private companies aren't required to hold AGMs (unless articles say otherwise), many still hold regular board meetings. The company secretary typically:

• Sends notice of meetings to directors
• Prepares agendas
• Circulates relevant papers beforehand
• Takes minutes during meetings
• Maintains the minute books
• Follows up on action points

Minutes must include:

• Date, time, and place of meeting
• Names of attendees
• Key decisions made
• Voting records (if any)
• Actions agreed and who is responsible

Minutes should be signed by the chair at the next meeting and kept for at least 10 years.

Written resolutions

Private companies can also pass resolutions in writing without holding a meeting. This is common for routine matters. The company secretary (or directors) must:

• Circulate the proposed resolution to all eligible members
• Record the date each member signed
• Ensure the required majority is achieved
• File with Companies House if it's a special resolution

Written resolutions are often more practical for small companies where calling a formal meeting seems excessive.

4. Share Administration

If your company issues or transfers shares, someone must handle:

• Issuing share certificates (within 2 months of allotment)
• Processing share transfers
• Maintaining the register of members
• Paying dividends (if declared)
• Handling rights issues and bonus shares

For most small companies with single shareholders who are also directors, this is straightforward. It becomes more complex with multiple shareholders or investor involvement.

Stock transfer forms

When shares change hands, you need to:

1. Complete a stock transfer form (J30 for standard transfers)
2. Calculate and pay stamp duty if the consideration exceeds £1,000 (0.5% of the price paid)
3. Get the transfer form stamped by HMRC (if stamp duty applies)
4. Update the register of members
5. Cancel the old share certificate
6. Issue a new certificate to the buyer within 2 months

Even simple transfers between family members require proper documentation. Errors in share records can cause serious problems during company sales or investment rounds.

Filing Deadlines and Penalties

Persistent non-compliance can lead to director disqualification. Companies House can also strike off companies that fail to file required documents. See our full guide on limited company accounting requirements for more on compliance obligations.

Who Can Be a Company Secretary?

For private limited companies, there are no qualification requirements. You can appoint:

• Any individual (including a director)
• A company or LLP
• A firm (partnership)

There's no requirement for professional qualifications, although many company secretaries hold qualifications from the Chartered Governance Institute (CGI).

Who cannot be a company secretary:

• A company's sole director cannot also be its sole secretary (you need at least two people between these roles)
• An undischarged bankrupt (without court permission)
• Someone disqualified as a director

For public companies, the directors must be satisfied that the secretary has the knowledge and experience to discharge their functions. This typically means a qualified accountant, solicitor, or someone with at least 3 years as a company secretary of a public company.

Director vs Company Secretary: What's the Difference?

The roles can overlap significantly, especially in small companies:

In practice, small company directors often perform all company secretary duties themselves. The formal appointment of a secretary is mainly useful when you want to delegate administrative work or need someone to authenticate documents separately from directors.

When Should You Appoint a Company Secretary?

Consider appointing one if:

You want to delegate compliance

• Directors can focus on running the business
• Someone dedicated to tracking deadlines
• Reduced risk of missed filings

You have multiple shareholders

• Share transfers become more complex
• AGM requirements may apply
• Independent record-keeping is valuable

You're preparing for investment or sale

• Investors expect good governance
• Due diligence will examine statutory records
• Professional appearance matters

You want separation of duties

• Company secretary can authenticate documents
• Independent signatory for certain matters
• Better governance practices

You're planning to become a PLC

• You'll need one anyway
• Start building the function early
• Ensure smooth transition

For most sole-director, single-shareholder companies, formal appointment isn't necessary. Just make sure someone is actually doing the work.

Using a Company Secretarial Service

If you don't want to handle duties yourself but don't need a full-time secretary, third-party services can help:

What they typically offer:

• Registered office address
• Filing of annual confirmation statement
• Filing changes to directors/shareholders
• Maintaining statutory registers
• Board meeting support
• Document preparation

Costs:

• Basic packages: £50-150/year
• Full service: £300-800/year
• Per-filing charges: £20-50 per document

Providers include:

• Formation agents (1st Formations, Rapid Formations)
• Accountancy firms (as part of broader service)
• Specialist company secretarial firms
• Virtual office providers

This can be cost-effective if you only need basic compliance support. For more complex needs (share restructuring, board governance), consider a dedicated professional.

Choosing a provider

When selecting a company secretarial service, consider:

• Turnaround time for filings
• Whether they chase you for information or wait passively
• Access to your company documents
• Support for ad-hoc requests (not just annual filings)
• Experience with your company type
• Reviews from other small business owners

Some accountants include basic company secretarial work in their annual fee. Ask what's covered before assuming you need a separate provider.

Penalties for Non-Compliance

Failure to maintain proper records or file on time carries serious consequences:

Financial penalties:

• Late confirmation statement: £150 minimum
• Late accounts: £150 to £1,500
• Failure to maintain registers: £200 per offence
• PSC breaches: Unlimited fine and/or imprisonment

Other consequences:

• Company strike-off: Companies House can dissolve companies that don't file
• Director disqualification: Persistent non-compliance is grounds for disqualification (2-15 years)
• Criminal prosecution: Serious breaches can result in criminal charges
• Reputational damage: Late filing history is visible on public record

Even if you don't have a company secretary, the directors remain personally responsible for ensuring compliance.

Real-world impact

Late filing isn't just about fines. Your company's filing history is publicly visible on Companies House. Potential clients, suppliers, landlords, and lenders routinely check this before doing business with you. A pattern of late filings signals poor management and can cost you opportunities.

Banks are particularly sensitive to compliance issues. Some will refuse to open accounts or provide facilities to companies with outstanding filings or a history of late submissions.

How AccountsOS Helps With Compliance

Managing company secretary duties alongside running your business is challenging. AccountsOS takes the pain out of compliance:

Deadline tracking Every filing deadline is tracked automatically. Get alerts weeks before confirmation statements, accounts, and other filings are due. No more last-minute panics or penalty fees.

Document management Keep all company records in one place. Minutes, registers, and filings are organized and accessible when you need them.

Plain English guidance Not sure if you need to file something? Ask AccountsOS in plain English and get clear answers based on current Companies House rules.

Integrated with your accounts Your bookkeeping and compliance live in one system. When it's time to file accounts, everything is already prepared.

See how it works to learn more about automating your company compliance.

Company Secretary Duties Checklist

Use this checklist to ensure you're covering all essential duties, whether you have a company secretary or directors handle everything:

Statutory registers (maintain continuously):

• Register of members is up to date
• Register of directors is current
• Register of directors' residential addresses is maintained
• PSC register reflects current control structure
• Register of secretaries (if applicable)
• Register of charges (if any secured loans)

Annual requirements:

• File confirmation statement within 14 days of review date
• File annual accounts within 9 months of year-end
• Review and update all registers annually

As events occur:

• File director appointments within 14 days
• File director resignations within 14 days
• File PSC changes within 14 days
• File registered office changes within 14 days
• File allotment of shares within 1 month
• File special resolutions within 15 days
• Issue share certificates within 2 months of allotment

Board meetings (if held):

• Send notice with agenda in advance
• Prepare and circulate relevant papers
• Take minutes during meeting
• Get minutes signed by chair
• Maintain minute books for 10 years

Share administration:

• Process share transfers promptly
• Calculate and pay stamp duty where applicable
• Update register of members after each transfer
• Cancel and issue share certificates as needed

Frequently Asked Questions

Is a company secretary the same as an administrator?

No. A company secretary is a formal officer role with specific statutory responsibilities under the Companies Act 2006. An administrator typically refers to someone handling day-to-day office tasks, or in insolvency contexts, a licensed insolvency practitioner appointed to rescue a company. The company secretary role focuses specifically on corporate governance and compliance.

Can a director be the company secretary?

Yes, for private limited companies with two or more directors, one director can also serve as company secretary. However, if there's only one director, they cannot also be the sole company secretary. You need at least two different people between these roles. Many small companies simply don't appoint a secretary, leaving all duties with the directors.

What qualifications do you need to be a company secretary?

For private limited companies, no qualifications are required. Anyone can be appointed. For public limited companies (PLCs), the person must have relevant qualifications or experience, such as being a solicitor, accountant, or having served as a public company secretary for at least three years. The Chartered Governance Institute offers professional qualifications for those wanting to specialize.

How do I appoint a company secretary?

The board of directors passes a resolution appointing the company secretary. You then file form AP03 (for individuals) or AP04 (for corporate secretaries) with Companies House within 14 days. The filing is free if done online. Include the secretary's name, service address, and date of appointment.

How do I remove a company secretary?

The board passes a resolution to remove the secretary and files form TM02 with Companies House within 14 days. Unlike directors, shareholders don't need to approve the removal of a company secretary. The secretary can also resign by giving notice to the company.

Do I need to display the company secretary's name anywhere?

If you have a company secretary, their name must appear on certain documents, including the annual confirmation statement. Unlike directors, you don't need to include the secretary's name on business letters or order forms. The appointment will be visible on the public Companies House register.

What happens if I don't maintain statutory registers?

Failure to maintain proper registers is a criminal offence. Each director (and company secretary if appointed) can face prosecution and fines of up to £200 per offence. More practically, poor record-keeping will cause problems during any due diligence process, whether for investment, sale, or even opening certain bank accounts.

Can a company have more than one company secretary?

Yes, companies can appoint joint secretaries. This is more common in larger companies where the workload justifies multiple appointments. Each joint secretary has the same powers and responsibilities as a sole secretary. All appointments must be filed with Companies House.