What does a Company Secretary do?

A Company Secretary plays a central role in ensuring a company is properly governed, legally compliant, and administered efficiently. Acting as a key adviser to the board, they support directors with corporate governance, statutory compliance, Companies House filings, board procedures, and the maintenance of company records.

In today’s business environment, the role extends beyond administration to helping companies manage risk, meet regulatory obligations, and uphold high standards of governance and transparency. As an officer of the company, a Company Secretary helps ensure the business operates in accordance with the Companies Act 2006 and its constitutional and legal responsibilities.

Key Responsibilities of a Company Secretary

A Company Secretary’s responsibilities typically include:

• Advising the board on corporate governance, regulatory requirements, and company law obligations.
• Ensuring the company complies with its Articles of Association and applicable legislation, including the Companies Act 2006.
• Maintaining and updating the company’s statutory registers and corporate records.
• Preparing and filing documents with Companies House, including confirmation statements, director appointments, and accounts.
• Coordinating board meetings, shareholder meetings, and annual general meetings (AGMs), including the preparation of agendas and minutes.
• Supporting effective board procedures and ensuring decisions are properly recorded and implemented.
• Managing communication between the company, its directors, shareholders, and other stakeholders.
• Assisting with wider corporate compliance, governance, and risk management matters.
• Helping the business maintain high standards of transparency, accountability, and corporate administration.

While many of these responsibilities are administrative in nature, the role of a Company Secretary is integral to ensuring a company operates efficiently, remains compliant, and upholds strong corporate governance practices.

Is There a Legal Requirement for a Company Secretary

Since 6 April 2008, private limited companies in the UK are no longer legally required to appoint a Company Secretary. Despite this, many businesses continue to retain one to support with corporate governance, statutory compliance, and the ongoing administration of the company. Companies should also review their Articles of Association, as some may still include a requirement to appoint a Company Secretary.

Public limited companies (PLCs), however, are legally required to appoint a Company Secretary under the Companies Act 2006. In these cases, the individual appointed must have the necessary knowledge and experience to carry out the role effectively and may be required to hold recognised professional qualifications or relevant corporate governance experience.

Common qualifying backgrounds may include:

• Membership of a recognised professional body, such as The Chartered Governance Institute UK & Ireland.
• Previous experience acting as a Company Secretary within a public company environment.
• Professional legal or accountancy qualifications, including qualification as a solicitor, barrister, or chartered accountant.

For public companies, failure to appoint a suitably qualified Company Secretary can result in regulatory consequences and potential penalties.

Appointment and Removal of a Company Secretary

The appointment and removal of a Company Secretary is typically determined by the board of directors and carried out in accordance with the company’s Articles of Association and internal governance procedures. Where a Company Secretary is appointed, companies are required to notify Companies House of the appointment or termination within the prescribed statutory timeframe.

A Company Secretary may be an individual or, in certain circumstances, a corporate entity providing company secretarial services. However, to maintain appropriate independence and governance standards, a company’s auditor cannot also act as its Company Secretary.

As part of good corporate governance practice, businesses should ensure that appointments are properly documented, statutory records are updated promptly, and all relevant filings are made accurately and on time.

Maintaining Statutory Registers

Maintaining accurate and up-to-date statutory registers is a fundamental part of the Company Secretary’s role and an important aspect of ensuring ongoing corporate compliance. These records form part of the company’s official statutory books and help demonstrate transparency, accountability, and compliance with the Companies Act 2006.

Statutory registers commonly include:

• Register of members
• Register of directors and Company Secretaries
• Register of directors’ residential addresses
• Register of people with significant control (PSC register)
• Register of charges (where applicable)
• Records of board meetings, shareholder resolutions, and corporate decisions

These records must be maintained accurately and made available for inspection where required by law. Companies typically keep their statutory registers at their registered office or at a notified Single Alternative Inspection Location (SAIL), in accordance with requirements set by Companies House.

Companies House Filings

A key responsibility of the Company Secretary is overseeing the company’s statutory filing obligations and ensuring that information held at Companies House remains accurate and up to date. Timely and accurate filings are essential to maintaining good corporate standing and ensuring ongoing compliance with the Companies Act 2006.

Common filings may include:

• Appointment and resignation of directors and Company Secretaries
• Share allotments and changes to share capital
• Confirmation statements and annual accounts
• Updates relating to People with Significant Control (PSC)
• Registration and satisfaction of charges (where applicable)
• Changes to the company’s registered office or constitutional documents

Effective management of these obligations helps reduce compliance risks and supports transparency within the company’s corporate structure. Failure to file statutory documents within the required deadlines can result in financial penalties, regulatory action, and potential consequences for both the company and its officers.

Additional Administrative Duties

In addition to their statutory responsibilities, Company Secretaries often play a broader role in supporting the day-to-day administration and governance of the business. The position has evolved significantly in recent years, with many Company Secretaries acting as a central point of coordination for compliance, corporate records, and internal governance processes.

Additional responsibilities may include:

• Supporting compliance with wider legal and regulatory obligations, including data protection, anti-money laundering procedures, and corporate governance requirements.
• Assisting with internal compliance policies, risk management procedures, and regulatory reporting obligations.
• Coordinating employee share schemes, shareholder communications, and equity-related administration.
• Supporting payroll, pension administration, PAYE, and VAT-related processes in conjunction with the company’s finance advisers.
• Maintaining key corporate documents, including shareholder agreements, board minutes, service contracts, financing documents, and constitutional records.
• Overseeing the safe maintenance and organisation of statutory books and company records, whether in physical or electronic form.
• Assisting with changes to the company structure, including share transfers, reorganisations, and corporate restructuring matters.
• Liaising with external advisers, including solicitors, accountants, auditors, banks, and regulatory bodies.
• Helping to implement effective governance frameworks and internal administrative procedures across the business.

Although many of these responsibilities are administrative in nature, they are essential to the efficient operation of a company and contribute to maintaining strong corporate governance, regulatory compliance, and effective business management.

Fiduciary Duties and Powers of a Company Secretary

As an officer of the company, a Company Secretary is expected to act in the company’s best interests and uphold high standards of corporate governance and compliance. The role carries important fiduciary and professional responsibilities, including:

• Owing a duty of loyalty to the company.
• A duty not to make secret profits.
• Acting with care and skill.
• A duty to avoid conflicts of interest.

A Company Secretary may also be authorised to sign and submit statutory filings to Companies House and assist with the execution of corporate documents in accordance with the company’s constitutional requirements.

Specialist Advice for Businesses from Druces LLP

A clear understanding of the Company Secretary’s role is essential for businesses seeking to meet their corporate governance and compliance obligations.

Whether you require guidance on appointing a Company Secretary or support with ongoing statutory and regulatory requirements, the team at Druces LLP can provide tailored, practical advice to help ensure your business remains compliant and well-governed.

For personalised advice on company secretarial duties, contact Michael Edoimioya in our Company Secretarial Department by emailing m.edoimioya@druces.com or completing the form below.

You can also learn more about our Corporate and Commercial legal services.

This guide is provided for general interest and information only. It does not constitute legal advice. Whilst every effort is made to ensure that the content accurately reflects the law in England as at the date of its transmission, no liability is accepted for any loss or damage arising from any act or omission resulting from any information contained herein.