A guide to Limited company officers

A company officers are the officially named directors and, if appropriate, the company secretary. They are authorised to represent the company and make decisions regarding how it is run. The first directors of a company are appointed by the first subscribers who are creating the business.  After incorporation, successive secretary and director’s appointments should follow procedures laid down in the company’s Articles of Association.

How many officers must a new limited company employ?

A private limited company should have a minimum of one director chosen at all times.  This director must be 16 years old and above.  There exists no upper restriction to the number of officers that a company may appoint, unless the limit was put in place in the company’s Articles of Association. Also, there exists no prerequisite for a private limited company to choose a company secretary, except if the company’s Articles of Association demand it.

Can a director be appointed as company’s subscriber or secretary?

It is typical for a company’s director to secure shares in the company and consequently, holding the director’s role is not an obstacle to being a shareholder (subscriber) in the company. Likewise, a company’s director can take the role of a company’ secretary simultaneously.

Duties of a company’s officer

The duties of a director have been codified in Part 10 of the Companies Act 2006. It should be noted that all directors also have a personal obligation to make sure the legal documents, like yearly returns and company’s accounts are filed with Companies House.  Directors may be held responsible individually if the company makes late filings or does not deliver constitutional returns. Additionally, directors have an obligation to inform Companies House of any change to company’s information like the selection of new officers or a change to the enlisted registered office address. The company’s secretary of a private limited company is not expected to possess any formal qualifications and their duties do not tend to be carried out as that of a director. However, the general responsibilities of a company’s secretary are, but not restricted to:

• Up-keeping the legal registers.
• Making sure that the company file their returns when due.
• Making sure that directors and subscribers receive proper notice of every meeting of the company.
• Supplying account’s copies to subscribers as well as other permitted individuals.
• Keeping every record of company meetings.
• Making sure that company records are accessible for scrutiny where appropriate.

Just like directors, a company’s secretary may likewise be held accountable if the company makes late filings, does not send statutory returns or fails to inform Companies House of any change to company’s information.

What are the company officer’s records that need to be maintained after incorporation?

You have to record details of every present and previous officer in the company’s legal books – that is, in the register of secretaries and directors. Should there be any change to the company’s officers or their information, you will have to notify Companies House in 14 days.