Company Secretary Duties

Does your business need a company secretary? Find out more about what a company secretary does in this helpful guide from Company Formations 24.7.

Some limited company directors choose to appoint a company secretary. This is not a legal requirement, and so whether or not one is appointed is a matter of personal preference. For larger companies with more administrative obligations, a secretary is normally employed to take care of this.

What is a company secretary?

A company secretary is essentially responsible for all the company administration.

This means they are accountable for the submission of annual returns and other important documents to Companies House, and they often take up a number of other administrative matters such as arranging board meetings. The company secretary cannot be the same person as the limited company director, however, in the absence of a company secretary, the company director will need to absorb the required duties.

While there are no formal requirements or training required of a company secretary, given the amount of administrative work for which they are responsible, it is imperative that a company secretary be highly-organised, efficient, and understanding of the business structure and finances.

What is the role of a company secretary?

A company secretary plays a largely supportive role, taking care of important tasks such as general administration, shareholder communication, corporate governance, and statutory compliance/filing of accounts. In short, the secretary acts as a bridge between the company, the shareholders and Companies House, ensuring all the relevant information is shared in compliance, on time and efficiently.

The role of company secretary is multifaceted, and so an organised individual with prior experience in an administrative role is often a preferred candidate.

Company secretary duties

A company secretary will take care of a number of administrative tasks, including:

  • Filing annual returns – A company secretary will take over this responsibility from the limited company director. This means they are responsible for the completion and timely submission of the company’s annual return and full accounts by the statutory deadline.
  • Informing Companies House of changes – Should company details change - such as the name of the director, changes in shareholders or share capital, a change in registered office address, and any other important appointments – the company secretary is responsible for communicating these changes to Companies House in a timely manner. They should also ensure these changes are reflected on company communications with staff, customers and shareholders where applicable.
  • Updating the Company’s Statutory Books - any changes to the structure of the company need to be recorded in the company’s statutory registers, e.g. the Register of Directors and the Register of Members.
  • Communication with shareholders – As previously mentioned, the company secretary acts as link between shareholders and the company. This means that any important announcements should be officially communicated. The Secretary will also send out notices and liaise with shareholders regarding any shareholder meetings and the Annual General Meeting, if the company chooses to hold one.
  • Maintaining paperwork - A company secretary is responsible for the security and accuracy of important company documents, which include the certificate of incorporation, share certificates and other important ones.
  • Signing paperwork – The duty of signing legal documents on behalf of the company director may sometimes fall to the company secretary. This can be anything from signing cheques and bank documents to other vital documents.
  • Compliance – The company secretary should take time to ensure the company remains compliant with legislation outlined in Companies Act 2006 at all times.

Are there any risks of being a company secretary?

A company secretary is responsible for a great deal, such as compliance, paperwork and financial matters, and so it is important to select someone trustworthy and capable for the job.

According to Companies Act, company secretaries of large public companies can face prosecution if they are neglectful or willingly act in violation of the law. Company secretaries in smaller companies are unlikely to face the same severity of consequences, given that these roles are often loosely defined. If you are considering becoming a company secretary, you should be aware of the pressure that can sometimes accompany the role, along with the risk of joint liability in the event that there are breaches of the Companies Act 2006; for example, failing to file an annual return can result in large penalties and possible criminal charges.

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