What is Company Secretary?

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).

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.