Each person in a limited company has an important role to play. From directors to shareholders, a company is only ever as good as its people, and a company secretary is a key player in the day-to-day operations of a business.

Not every business will have a company secretary – some only appoint one if it is a legal requirement. However, there are benefits to having a company secretary, including better standards around compliance and more effective governance.

In this guide, we’ll explore what the role of a company secretary is. We’ll explore what a company secretary actually does and answer whether you need one or not. We’ve got all of the answers to your questions in this guide. 

So, let’s get started…

What is a company secretary?

A company secretary is appointed by the company directors to oversee and manage the administrative tasks within the business, including legal filings and maintaining statutory records.

For private companies, there is no specific outline of the responsibilities of a company secretary, but typical duties include:

• Maintaining the company’s statutory records, such as registers of directors, shareholders, meeting minutes and charges on assets.
• Organising director and shareholder meetings, including sending notices, preparing agendas and recording and distributing minutes. 
• Filing annual returns and other important documents with Companies House, including 
• Informing Companies House of significant changes, such as director appointments or resignations.
• Keep company details up-to-date, such as registered office, phone numbers, email addresses and websites.
• Managing legal documents, such as the certificate of incorporation and articles of association.
• Ensuring directors understand their duties to comply with laws and company rules.

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Legal requirement for appointing a company secretary

The legal requirements for appointing a company secretary differ slightly for private and public limited companies.

Private company secretary requirements

A company secretary is not a legal requirement for a private limited company unless the company's articles of association state otherwise. Having a company secretary can be highly beneficial, especially if you expect to have a significant amount of filing or require specialist governance knowledge. 

Directors can technically appoint anyone as a company secretary as there are no specific qualifications other than what the company sets out in its documentation; they don’t even have to be directors themselves. The only requirements are:

• They are over the age of 16
• They are not the company’s auditor
• They are not ‘undischarged bankrupt’ - unless they have permission from the court.

However, given the legal and compliance responsibilities of the role, it’s important to appoint someone who can meet the requirements of the job, as any failings might result in fines. 

Can a company secretary be (or belong to) another company?

Yes, a company secretary can be either an individual or another company. For example, you might choose to appoint your accountant, solicitor or a professional chartered secretary in this role. 

Public company secretary requirements

For a public company, a company secretary is mandatory, and they must be qualified to take on the role. Failure to appoint a company secretary to a public company could result in fines for the directors.

To be appointed a company secretary for a public company, you must: 

• Hold qualifications as a certified accountant, solicitor, or advocate.
• Be a member of the Institute of Chartered Secretaries and Administrators (ICSA).
• Successfully completed the Chartered Secretaries Qualifying Scheme (CSQS).
• Possess relevant business experience.

How to appoint a company secretary

Now that you know who can be a company secretary, it’s time to look at how to appoint one for your business. For private limited companies, the typical company secretary appointment process goes like this:

1. Select a person or company 

While there are few legal requirements to being a company secretary, it’s important to appoint someone who is knowledgeable in the relevant areas of the business, as they will be responsible for compliance, governance and other legal matters. Failure to meet certain deadlines or file the correct information might result in fines, so you must appoint a company secretary who can fulfil the needs of the role.

Remember to check the company’s articles for any specific rules about appointing directors.

2. Seek board approval

Typically, a company secretary is appointed by the directors, but there might be a requirement stated in the articles of association that requires shareholder approval before the appointment.

3. Ensure the secretary’s consent

The person or company being appointed must formally consent to the role. This is usually done by signing a consent to act form or declaration.

4. Notify Companies House

Submit the appointment details to Companies House within 14 days. This can be done online or using the paper form AP03.

5. Update your company records

Upon approval of the company secretary, you will now need to add their details to your company’s internal systems or documentation.

6. Issue necessary notifications

Inform relevant parties, such as shareholders, employees, or banks, about the new appointment if needed.

How to remove a company secretary

There are many reasons why companies may need to remove a company secretary. The process itself might differ depending on your company setup and any documentation, and you must follow the Companies Act 2006. Here are the typical stages of removing a company secretary:

1. Pass a resolution

 Company directors and/or shareholders must pass a resolution to remove the company secretary at a board meeting or general meeting. The resolution must clearly state the reason for removal.

2. Notify Companies House

You must notify Companies House, either online or using the TM02 paper form, within 14 days of the formal decision to remove the company secretary. 

3. Update statutory registers

You must update the company's statutory registers with details of the new company secretary.

If the company secretary is also a director, then take a look at our dedicated guide to removing a company director.

Company secretary vs. director: what’s the difference?

A company director is responsible for the running of the business, while a company secretary manages the administrative aspects of the company. The secretary may also be a director, but not always, especially if you choose to appoint an external company, such as your accountant, to be the company secretary.

Learn more about the role of a company director in this guide, 

The powers and limitations of a company secretary

While the company secretary's role is important, it’s not without its limitations. This person or company is responsible for administrative tasks, including communication with Companies House and keeping directors and shareholders in check. However, they must be aware of their duties to ensure they don’t act beyond their authority.

A company secretary can…

• Update company records
• Organise and attend meetings
• File returns and other important documents with Companies House
• Access company details and legal documents
• Keep directors informed of their duties to ensure legal compliance

A company secretary cannot…

• Act as the company auditor, be a disqualified director, or someone declared bankrupt.
• Agree to contracts or transactions on behalf of the company
• Pass on responsibility for their tasks: Even if the company secretary assigns a task to someone else, they’re still accountable if it’s not done properly.

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The future of the company secretary role

While we foresee the company secretary remaining important in a company for many years to come, there are several advancements that might impact this role.

Paperless filing

It has always been the job of the company secretary to keep ahead of changes to governance to ensure the business is compliant with Companies House requirements. One of the biggest changes in recent years has been the introduction of online forms for government communications, making it much easier to tell Companies House about changes to the company. 

New responsibilities

Many company secretaries have reported an increase in their responsibilities, with other industry and company policies falling under their remit. It’s also likely that company secretaries are more involved in strategy and hold advisory roles, rather than simple administrative ones.

AI and automation

It’s difficult to know how technology will change the role of the company secretary, but it’s possible that some of the more arduous processes will be automated, and AI might even be able to expedite this. However, the responsibility will always lie with the company secretary to ensure all information is correct and up-to-date, so this is important to keep in mind if you are considering implementing new technology.

Next steps

The company secretary plays a pivotal role in ensuring the smooth and compliant operation of a limited company. While not always a legal requirement for private companies, appointing a knowledgeable company secretary can bring significant benefits, including streamlining compliance and reducing the risk of fines.

If you’re reading this because you’re setting up a new business, consider using Crunch’s company formation service. Apply via Crunch, and we’ll help you get your company name 

During formation you should consider whether you want to appoint a company secretary – but that’s far from the only thing to think about. You’ll also need to decide how you’ll handle your finances – which often means finding a reliable accountant who can help ensure your company is compliant with any Companies House requirements. 

Crunch makes accounting for limited companies simple and straightforward, whether you’re a one-man band juggling all of the work or a large team with multiple shareholders and a company secretary. We save you time and money compared to traditional accountants and ensure you remain compliant with all tax reporting requirements. Click to learn more. 

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