What does a Company Secretary do?
A company secretary plays a crucial role in the governance
and administration of a company. The specific responsibilities can vary
depending on the size and type of the company they’re employed in but generally
encompass both administrative and advisory duties. A company secretary may
provide guidance on corporate governance, legal compliance, and assist with the
board decision-making processes.
Though the Companies Act 2006 does not explicitly define the duties of a company secretary, their role as an officer of the company carries implied legal responsibilities. Understanding these duties is essential for companies to remain compliant with statutory obligations.
Key Responsibilities of a Company Secretary
The duties of a company secretary often include the following:
- Advising the Board on governance and strategic matters.
- Ensuring Compliance with the company’s Articles of Association.
- Maintaining Statutory Registers such as registers of members, directors, and those with significant control.
- Filing essential documents with Companies House (confirmation statements, accounts, and director appointments).
- Organising board meetings and ensuring proper minute-taking and voting processes.
- Overseeing communication between the company and its shareholders, including arranging annual general meetings (AGMs).
- While many of these duties are administrative, failure to perform them correctly can result in significant legal consequences for both the company and its officers.
Is There a Legal Requirement for a Company Secretary?
Since 6 April 2008, private companies in the UK are no longer legally required to appoint a company secretary. However, many private companies choose to retain one to assist with legal and regulatory compliance. It’s important to review the company’s Articles of Association, as some may still require the appointment of a company secretary.
For public companies, the situation is different. They are required by law to have a company secretary. The company secretary must meet certain qualifications, such as:
- Being a member of recognised bodies like the Institute of
Chartered Secretaries and Administrators (ICSA). - Having three years of experience as a company secretary
within the last five years. - Holding other professional qualifications, such as being a
barrister or solicitor. - Public companies that fail to appoint a company secretary
can face penalties from the Secretary of State.
Appointment and Removal of a Company Secretary
The board of directors typically oversees the appointment
and removal of a company secretary. The appointment or removal must be notified
to Companies House within 14 days, a statutory obligation for all companies
with a company secretary.
It’s worth noting that while a corporate entity can act as a
company secretary, an auditor of the company cannot also serve as its
secretary.
Maintaining Statutory Registers
to maintain the company’s statutory registers. These include:
- Register of members
- Register of directors and secretaries
- Register of directors’ residential addresses
- Register of people with significant control
- Register of charges
- Records of board meetings and shareholder resolutions
These registers should be kept at the company’s registered
office or a single alternative inspection location (SAIL), as notified to
Companies House.
Companies House Filings
- Appointment and removal of directors
- Share allotments
- Confirmation statements and annual accounts
- Changes to persons with significant control (PSC)
- Registration of charges
- Failure to file these documents promptly can lead to
penalties for the company and its officers.
Additional Administrative Duties
- In addition to the statutory duties, the company secretary is often tasked with overseeing various administrative functions, such as:
- Compliance with legal obligations like health and safety,
data protection, and cyber security. - Administering employee share schemes, pension schemes, and
payroll. - Managing VAT registration and PAYE (Pay As You Earn).
- Maintaining essential company documents, including service
contracts, property leases, and loan stock certificates. - While these tasks are largely administrative, they are
critical to ensuring the smooth day-to-day running of a company.
Fiduciary Duties and Powers of a Company Secretary
As an officer of the company, the company secretary owes
fiduciary duties to the company, which include:
- A duty of loyalty, ensuring actions are in the company’s best interest.
- A duty to act with care and skill.
- A duty to avoid conflicts of interest.
- In addition, the company secretary can sign certain forms submitted to Companies House and may sign deeds on behalf of the company when countersigned by a director.
Specialist Advice for Businesses from Druces LLP
Understanding the full scope of a company secretary’s duties
is essential for businesses looking to comply with their legal and governance
obligations. Whether you need advice on appointing a company secretary or
navigating complex compliance requirements, our team at Druces LLP is here to
help.
For personalised advice on company secretarial duties, contact Nicole Hopson in our Company Secretarial Department by emailing n.hopson@druces.com or completing the form below.
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.
