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Company secretary

Company secretary

Contents

Do I need a company secretary?

If your company is a private company, it doesn't need to have a company secretary. It will need a company secretary if it's a public company.

Choosing and removing a company secretary

You can appoint a company secretary at the time you register ('incorporate') the company by naming them on Form IN01. The shareholders must confirm on this form that the directors and secretary named on the form have consented to act. Alternatively, you can appoint the company secretary after incorporation. If you do so, you need to tell Companies House of the appointment by using Form AP03.This form includes a statement by the company that the secretary has consented to act.

If you're removing a secretary from your company, you must tell Companies House by using Form TM02.

If your company has a secretary, it must have a register of secretaries containing the name and service address of the secretary. The service address is used to receive communications from third parties about the company. You must keep this register at the company's registered office and update it whenever a secretary is appointed or removed. You must tell the Registrar of Companies if there is a change to the secretary's details. As of June 2016, the company can elect to keep a central register of secretaries at Companies House instead of at the registered office, as long as all the members elect to do this. If a central register is used, all changes to the information it contains must be entered by the company as soon as the change occurs. The old register must be kept but would no longer need to be updated.

If you think you might appoint a secretary after incorporation, you should include an article in your articles of association (your company's set of rules) giving the board of directors power to appoint and remove a company secretary by passing a board resolution. The default ('model') articles for private companies don't contain this article as they're designed for a company without a secretary.

Does a company secretary need any qualifications?

The company secretary of a private company doesn't need any formal qualifications.

The company secretary of a public company must meet the qualifications set out in the Companies Act 2006.

What is the role of a company secretary?

The company secretary's duties depend on what the directors decide to ask the company secretary to do. A company secretary might typically do any of the following:

  • Co-sign documents
  • Maintain the statutory registers
  • Ensure that people entitled to do so can inspect company records
  • Ensure that your company files the statutory information promptly
  • Be responsible for custody and use of the company seal, if applicable
  • Send copies of passed resolutions and agreements to Companies House
  • Provide shareholders ('members') and directors with notice of meetings
  • Provide members with proposed written resolutions and auditors with any passed resolutions (see 'Written resolutions' under Shareholder meetings for more information)
  • Keep, or arrange for the keeping of, copies of all members' resolutions and minutes of all proceedings and general meetings
  • Give a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings

As the secretary is an officer of the company, they may be criminally liable for defaults of your company, e.g. for the company failing to file required company information in time.