Company Secretary Duties

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.There are a number of administrative requirements a company is obliged to do to remain on the register at Companies House. This is known as company compliance. Some business owners will find these a burden and distraction from the day to day running of their company. They can either appoint someone in the company to do be responsible for these duties or outsource the function to some experts, who look after lots of companies. We offer an annual secretarial service you can find out about this on our company secretarial services page.

What is a company secretary?

A company secretary is essentially responsible for all the company administration which is also know as company compliance.

This means they are accountable for the submission of confirmation statements 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.

There is no formal training required of a company secretary. They will, however, be responsible for a lot of administrative work. It is recommended that the ideal person in the role is naturally organised, efficient, and has some 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 involves lots of different tasks, 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 confirmation statements – 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 confirmation statement (previously know as annual return) and full accounts by the statutory deadline.
• Keeping Companies House updated of changes – you need to let Companies House know if the official details change about your company. These details include who the shareholders are and their share capital, the Directors details and any PSC (Persons of Significant Control), and the registered office address. The company secretary has to communicate these changes to Companies House in a timely manner. This is also known as event-driven filing as it happens after the event. They should also ensure these changes are on company communications such as your website or stationery.
• Updating the Company’s Statutory Books - It's really important to keep a record of any changes to the structure of the company. These records are also known the company’s statutory registers, e.g. the Register of Directors and the Register of Members. Should you ever decide to sell your company you will need to show these records as part of the transaction.
• Communication with shareholders – As previously mentioned, the company secretary acts as the bridge between shareholders and the company. This means that they will be communicating any important announcements. The Secretary will be sending out news and liaising with shareholders to organise shareholder meetings and the company's Annual General Meeting (AGM).
• 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. They also need to keep up to date with any changes in compliance, such as the PSC register which came into effect in 2017.

Are there any risks of being a company secretary?

If you are considering becoming a company secretary for a small company or training to become a chartered secretary, you should be aware of the pressure that can accompany the role. A company secretary has legal requirements and responsibilities, such as compliance, paperwork and financial matters.If you are the business owner and are considering who to appoint as a company secretary, it is important that you select someone trustworthy and capable for the job.

According to the Companies Act, chartered 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 a confirmation statement can result in large penalties and possible criminal charges.