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What is Company Secretary?

A company secretary is an officer responsible for ensuring the company complies with legal and administrative requirements. Optional for private companies.

Example

The company secretary ensures filings are made on time and maintains statutory registers.

Key Dates

Appointment/resignation must be filed with Companies House

How Company Secretary Works in Practice

A company secretary is a statutory officer of a company responsible for ensuring the company meets its legal and regulatory obligations. While private limited companies are not required to have a company secretary since the Companies Act 2006 removed the mandatory requirement, many choose to appoint one. Public companies (PLCs) must still have a company secretary who holds a recognised professional qualification.

For private companies that choose not to appoint a company secretary, the directors are collectively responsible for all the duties that would otherwise fall to the secretary. In a single-director company, that director bears the full administrative burden. Appointing a company secretary, even informally, can help ensure nothing is overlooked.

The company secretary's duties typically include filing the annual Confirmation Statement with Companies House, ensuring annual accounts are filed on time, maintaining statutory registers (register of members, register of directors, PSC register), recording and distributing board meeting minutes, managing share transfers and issuing share certificates, handling changes to company details (registered office address, director appointments and resignations), keeping the company's articles of association up to date, and ensuring compliance with the Companies Act 2006.

In practice, for many small owner-managed companies, the director handles these duties themselves or delegates them to their accountant. Formation agents and company secretarial services also offer ongoing compliance packages that fulfil the secretary role for a modest annual fee (typically £50-200 per year).

Step by Step

When a company secretary is formally appointed, the appointment must be notified to Companies House using form AP03 (for an individual) or AP04 (for a corporate secretary). The appointment becomes a matter of public record. Similarly, a resignation or removal must be notified on form TM02.

The company secretary does not need to be a director or shareholder. They can be any individual or corporate body. In larger companies, the company secretary is often a qualified professional (ICSA or equivalent). In small companies, it might be a spouse, a trusted adviser, or a professional services firm.

The secretary has the authority to sign documents on behalf of the company, enter into contracts under the company seal, and certify copies of company documents. They often act as the point of contact between the company and Companies House. Their signature alongside a director's is sometimes required for formal company documents, although this requirement has been simplified for private companies.

Unlike directors, the company secretary does not have fiduciary duties to the company per se, but they can be held personally liable for certain failings, such as knowingly filing false information with Companies House.

Practical Tips

  • If you are a sole director, consider appointing a trusted person or your accountant as company secretary to share the administrative burden and provide a second pair of eyes on compliance deadlines
  • Keep a compliance calendar listing all key filing dates (Confirmation Statement, annual accounts, PAYE returns) regardless of whether you have a company secretary or not
  • If you do appoint a secretary, document their responsibilities clearly so both they and the directors understand the division of duties
  • For small companies, a professional company secretarial service (£50-200 per year) can be good value compared to the risk of missed filings and penalties

Common Mistakes to Avoid

  • Assuming a company secretary is mandatory for private companies - it has been optional since October 2008, and most small private companies operate without one
  • Not notifying Companies House when a company secretary is appointed, changes details, or resigns - these must be filed within 14 days
  • Confusing the company secretary role with a personal assistant or administrative role - the company secretary is a statutory officer with specific legal responsibilities
  • Not removing a former company secretary from the Companies House register after they leave the role, which leaves them publicly associated with the company

Frequently Asked Questions

Does my private limited company need a company secretary?

No. Since the Companies Act 2006 came into force, private limited companies are not required to appoint a company secretary. If you do not have one, the directors are responsible for all company secretarial duties. Many small companies operate perfectly well without one.

Can a director also be the company secretary?

Yes, for private companies. A director can hold the dual role of director and company secretary. However, for certain formal requirements (such as executing a deed), you may still need two separate signatures - one director and one secretary. A sole director who is also the sole secretary cannot provide both signatures.

What qualifications does a company secretary need?

For private companies, there are no qualification requirements. Anyone can be appointed. For public companies, the secretary must have specific qualifications or experience as set out in the Companies Act 2006, such as being a member of ICSA, a solicitor, or a chartered accountant.

How do I appoint a company secretary?

Pass a board resolution to appoint the secretary, then file form AP03 (individual) or AP04 (corporate body) with Companies House. The form requires their name, address, and date of appointment. The appointment takes effect from the date stated in the resolution.

Can I use my accountant as company secretary?

Yes. Many accountants and formation agents offer company secretarial services. They can be formally appointed as secretary or simply handle the duties on your behalf without a formal appointment. Either approach works for a small private company.

Source: Companies Act 2006 Part 12 - Company secretaries; Companies House guidance on appointing and removing company secretaries

Related Terms

Director

A director is a person responsible for running a company and making decisions on its behalf. They have legal duties to the company.

Statutory Registers

Statutory registers are legal records every UK company must maintain, including registers of members, directors, and persons with significant control.

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