Does my Limited company need a secretary?

Last Updated: Mar 16, 2021
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As from April 6, 2008, unless there is a definite need in your articles of association, the Companies Act 2006 will no longer require private limited companies to employ a secretary for their company secretary (CA 2006 s270). When forming a Limited company online many clients ask the question “Does my new Limited Company require a secretary?”. The simple answer is “No“.

In the event that your company does require it as laid out in the articles of association, it is fairly easy for company’s directors to modify the provision.

Nonetheless, even if there is no specification for private companies to appoint a company secretary, many still choose to do so in practice. The essential jobs that ordinarily would fall to a company secretary, like business governance, shareholder interaction and administration and legal compliance still need to be done. These requirements are different for public companies and CA 2006 in section 271 states that a “public business require a secretary. 

Essential duties of a company’s secretary

While the responsibilities of a company secretary are not set out in legislation, duties would normally fall in the following areas:

Filing annual returns:

The company secretary is usually responsible for filing and completing the yearly return, plus other returns such as the yearly accounts, reports of directors, reports of auditors where appropriate.

Conformity with legal matters:

It is the duty of the company secretary to make sure that they have a good functional knowledge of the company’s articles of association, bearing the policy governing the internal running of the company. Additionally, they should make sure that the company agrees with the Companies Act 2006 and other lawful matters.

Notifying Companies House whenever there is a change in company details:

Companies House should be notified should there be any considerable changes to the share capital of the company or administration such as appointments, allotments, resignations and changes to the addresses of directors as well as other information.

The statutory books’ upkeep:

The task of maintaining the statutory books and records of a company is a responsibility that usually falls to the company’s secretary. Though it can be a time-consuming task that is often overlooked, inability to keep the registers up- to-date can earn a penalty of about £5,000.

Up-keeping the registered (enlisted) office address:

Generally the company’s secretary is responsible for keeping the enlisted office address as the address for official communications and for notifying Companies House whenever there is change in address. This includes making sure that the enlisted or registered office addresses as well as other details of the company are accurate on order forms, business stationery, company site, emails for instance.

Safekeeping of company’s documents:

It is also the duty of the company’s secretary to ensure that the legal documents of the documents of the company such as memorandum, certificate of incorporation, share certificates, articles of association, company seal and service contracts of directors are securely kept.

Arranging shareholders’ and directors’ meetings:

The company’s secretary would usually be in charge of arranging board meetings, including agenda drafting, circulating supporting notices and papers as well as producing the minutes of every meeting. A company’s secretary ensures obedience with any regulatory specifications surrounding the conduct of board meetings, such as yearly general meetings where appropriate.

Signing of legal documents:

The company’s secretary may be required to function as a signatory to official documents on behalf of the directors of the company.  This includes authorising the company’s yearly return and signing of cheques as well as other bank papers.

Article by

Jody Smith

A content and media expert, I have worked for 7 years alongside start-ups and small businesses to effectively promote their brands through blogs, social media and content marketing strategies.

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