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 appointed then the responsibilities of the company secretary typically fall upon 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 confirmation statement at Companies House.
What are the duties of a Company Secretary?
Maintaining the statutory registers.
Ensuring that statutory forms are filed promptly. This can be done electronically or by sending the prescribed form by post – frequently used forms available here
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 (Companies House) copies of certain resolutions and agreements.
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 records.
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 seals
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 Confirmation Statement.
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 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 contact us for assistance.
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