A Guide to Being a UK Limited Company Secretary
The following guide
is designed to help you understand the the role of a company
secretary for a UK limited company.
It is no longer legally required for a UK private limited company to have a company secretary. For existing companies they must ensure their Articles of Association do not stipulate a secretary is required. All new companies formed by Simple Formations can chose to have no secretary if they wish.
If your company has no secretary then the typically secretary responsibilities fall to the directors.
The role of a company
secretary is not specified by the Companies Act, but are usually
contained in an employment contract. Primarily the secretary
is responsible for reporting information to Companies House
in a timely manner. For example changes in directors or registered
office address. In addition to this a company secretary would
normally record the minutes of any meeting of the board, maintain
the company's statutory books and file the Annual Return.
As the secretary is an officer of the company they may be criminally
liable for defaults committed by the company. For example failure
to file - in the time allowed - any change in the details of
the company's directors and secretary, and the company's Annual
The secretary may also have to make out a statement of the company's
affairs if an administrative receiver or a provisional liquidator
is appointed, or if a winding-up order is made.
the company secretary's duties
- Maintaining the statutory registers.
- Ensuring that statutory
forms are filed promptly. This can be done electronically or
by sending the prescribed form by post forms
- Providing members and auditors with notice of meetings.
You must give them 21 days written notice of an annual general
meeting. You must give them 14 days written notice of a meeting
which is neither an annual general meeting or a meeting to pass
a special resolution.
- Sending the Registrar copies of certain resolutions and
- Supplying a copy of the accounts to specified persons.
- Keeping, or arranging for the keeping, of minutes of directors'
meetings and general meetings.
- Ensuring that people entitled to do so, can inspect company
- Custody and use of the company seal. Companies no longer
need to have a company seal but if they do, the secretary is
usually responsible for its custody and use. Company seals can
be purchased from the following page company
The company secretary does not have any powers but the Act allows
them to sign most of the forms prescribed under the Act. When
opening a business bank account the secretary will need to sign
the mandate which dictates the accounts authorised signatories.
The company secretary has no rights specified by the Companies
Act. Any rights would be depend on the terms of his or her contract
with the company.
If you would
like Simple Formations to provide a nominee company secretary
please follow this link Company
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