Company Secretaries. The Basics

Before the implementation of the Companies Act 2006 all limited companies (LTDs) were required to have a company secretary. This is no longer true for private limited companies although it still stands for Public Limited Companies (PLCs).

In the absence of a company secretary the company director(s) can complete any of the required tasks that used to be designated solely to the secretary. This means that you have more flexibility over the structure of your company at the time of registration. It also allows you to choose to have a secretary and therefore clearly define everyone’s area of responsibility.

Although a company secretary of an LTD company requires no specific, formal qualifications the filing and other tasks carried out by them are important and require accuracy. Therefore the appointed individual or corporate body must be adequately competent to carry out the role effectively.

The Duties of a Company Secretary

The duties and responsibilities of a company secretary can be varied. As there are no legally binding requirements now, the tasks carried out by the secretary will depend upon what the directors choose to delegate. Typically, the role will involve some or all of the following:

  • Maintaining the registered office address, and SAIL address (if relevant) at Companies House.
  • Ensuring Companies House and HMRC are kept up to date and informed of any relevant changes within the company.
  • Monitoring and maintaining company finances and accounts.
  • Submitting annual accounts, Annual Returns and Company Tax Returns.
  • Registering the company for corporation tax and any other taxes.
  • Paying all required taxes to HMRC.
  • Ensuring all stationery contains accurate company details.
  • Arranging general meetings and board meetings.
  • Ensuring all relevant bodies are informed about meetings.
  • Arranging and maintaining minutes of meetings.
  • Maintaining the company register.
  • Making the company register available for inspection.
  • Arranging and distributing share certificates.

Almost any person or another limited company can be appointed as a secretary of a private limited company, with the exception of the appointed company auditor, anyone declared as an undischarged bankrupt, a disqualified director, and any person under the age of 16..

Whilst the company secretary’s duties still exist most new companies are registered with just one or two directors appointed and no company secretary. With secretarial duties defaulted to the company directors, smaller companies with less directors and shareholders find the appointment of a separate secretary unnecessary. You can form your own limited company with just one director appointed and no company secretary.