A Guide to Private Limited Company Secretary

• The company secretary is crucial in ensuring legal and financial compliance, maintaining high corporate governance standards, and communicating between shareholders and the board of directors.
• Responsibilities include preparing and managing paperwork for meetings, submitting required forms to regulatory bodies, keeping company registers updated, advising on legal matters, overseeing compliance, and liaising with external entities like auditors and solicitors.
• Depending on the company's size and type, the company secretary's duties can vary widely, encompassing tasks like managing insurance, handling contracts, overseeing PR, and dealing with personnel administration and financial management.
• While the law does not require private limited companies to have a company secretary since 2008, many still opt to have one due to the complexity of governance and compliance tasks.

What is a company secretary?

A company secretary manages various administrative responsibilities, particularly those related to legal compliance for limited companies. This includes ensuring the company adheres to all relevant laws, regulations, and statutory requirements.

See also: What Is a Limited Company?

What does a company secretary do?

The primary responsibility of a company secretary is to facilitate legal compliance and corporate governance. Specific roles are as follows —

1. Maintains the company’s statutory records, including the register of past and present directors and secretaries, shareholders and their shareholdings, charges on the company's assets, and debenture holders.
2. Arrange and document minutes from general or board meetings.
3. File crucial documents like confirmation statements, directors' and auditors' reports (unless exempt), and financial statements to ensure transparency about the company's assets and liabilities.
4. Arrange directors' and shareholders' meetings, including issuing relevant notices, preparing agendas, distributing relevant documents, recording meeting minutes, and capturing all decisions made.
5. Keep the Registrar of Companies updated on significant changes in the company's structure or management, such as director appointments or resignations.
6. Make records and registers available at the registered office address or the Single Inspection Alternative Address.
7. Manage vital legal documents like the certificate of incorporation, memorandum, and articles of association and establish policies for filing and retention.
8. Guide company directors on their duties and ensure adherence to corporate laws and the company's articles of association.

The secretary takes on additional responsibilities for public companies, ensuring compliance with Stock Exchange requirements, managing the company's registrars, and adhering to the UK Corporate Governance Code.

What are the qualifications of a company secretary?

There are no formal qualification prerequisites for company secretaries in private companies. However, the skills and competencies required to fulfil the demands of the job effectively include —

• Highly organised and able to handle multiple administrative tasks such as timely shareholder communications and other office management tasks.
• Thorough and meticulous handling of company records and documents to ensure accuracy and compliance.
• Strong written communication skills for drafting documents, reports, and correspondence accurately and professionally.
• The capacity to think critically and logically aids in problem-solving and decision-making processes.
• Effective verbal communication skills for conveying information clearly and persuasively to various stakeholders.
• Competence in using computers and mainstream software packages to perform administrative tasks efficiently.

In contrast, company secretaries in public limited companies must meet additional requirements, including specific qualifications or experience as follows —

• Being a member of a recognised professional body relevant to corporate governance is often a prerequisite.
• Qualifications as a barrister or solicitor may be required to ensure familiarity with legal aspects relevant to corporate governance.
• Demonstrating experience and expertise relevant to the role, such as in corporate governance or regulatory compliance, is essential for effectively fulfilling the responsibilities of a public company secretary.

How do I appoint a company secretary during company formation?

When forming a company and if your articles of association mandate the appointment of a company secretary, there's no need for a separate application. Include the appointment details in your incorporation documents, specifying the individual's name, role, and responsibilities.

How do I appoint a company secretary and notify Companies House of the appointment?

Appointing a company secretary involves several steps. Initially, a board resolution is passed to formally appoint the individual. Following this, you must obtain a letter of consent from the prospective secretary confirming their willingness to accept the position.

Once these internal procedures are completed, you must notify Companies House about the appointment. This is typically done using Form AP03, a specific form designed to inform the Companies House of the appointment of a secretary. The form requires details such as the company name, registration number, the appointed secretary's details, and the date of their appointment.

Submitting Form AP03 to Companies House ensures that the appointment of the company secretary is officially recorded and recognised by the relevant authorities, maintaining legal compliance and transparency within the company's governance structure.

Does my limited company need a company secretary?

Public limited companies are legally required to have a company secretary, but this is not mandatory for private limited companies, although many still opt to have one. Company secretaries, known by various titles like 'head of democratic services' or 'head of governance,' play vital roles in ensuring compliance, especially in sectors like public and not-for-profit organisations.

A company secretary typically collaborates closely with the board of directors and reports directly to the chairperson. They provide essential guidance and advice on governance and legal compliance within the company's management structure.

What Is the Difference between the role of a company secretary and a company director?

A secretary and company director have distinct roles and functions within an organisation. Directors appoint a secretary primarily to handle administrative tasks, reduce the directors' workload, and improve operational efficiency. Although many responsibilities can be delegated to the secretary, it's crucial to understand that the legal accountability for these tasks ultimately lies with the directors.