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Limited company contractors - company secretary role

Published on Feb 25, 2009 |

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Introduction

Until April 2008, every limited company needed to have a company secretary (as well as at least one director). As a result of the Companies Act 2006, it is no longer a legal requirement to have a company secretary - see here.

The main responsibilities of a company secretary are administrative in nature - ensuring documentation is completed and returned to Companies House and signing off company accounts (although only the directors have any legal responsibility for the contents).

The exact role will depend on the size of the company, with only occasional administrative tasks required by the typical IT contractor company.

Appointing the Company Secretary

If you are using a registration agent, you may well be able to appoint directors and the co. sec. when setting up the company online. Quite often, a contractor accountant can take care of all the paperwork for you.

Otherwise, you must inform Companies House of the appointment using Form AP03. If the Secretary is dismissed or resigns, you must use Form TM02. Any changes in personal details should be communicated via Form CH03. If you are in any doubt about these forms, always ask your accountant who will deal with such start up matters on a daily basis.

Typical Responsibilities

Although the responsibilities of the company secretary will vary, there are a number of tasks such a person would typically carry out.

It is worth bearing in mind that the company secretary does not have any special rights under the Companies Act.

Maintaining the Registered Office

When you set up a limited company, you will designate a registered address for your business. This cannot be a PO box, it must be a real address (for many IT contractors, this will be your home address).

The company secretary is responsible for ensuring that the company's registered address and company number appears on all business stationary.

Company Meetings

The company secretary is usually responsible for arranging company meetings.

The company secretary will typically take notes and keep the minutes as the official record.

Normally, limited companies will also hold an Annual General Meeting (AGM) where the company's accounts are approved and the auditors reappointed.

As an IT contractor, you may just have the one "meeting" per year!

Companies House Responsibilities

- The company must submit an Annual Return (Form AR01) to Companies House each year (returned within 28 days of receipt). The vast majority of companies submit online these days, or your accountant may well offer this service as part of their monthly fee.

- You must keep Companies House updated of any changes to your company's registered address (Form AD01) or any changes to the personal details of the directors or the company secretary (Forms CH01 or CH03).

- You must file your limited company's annual accounts with Companies House within 10 months of your Year End. This is usually done by your accountant, but the company secretary is ultimately responsible for ensuring this task is done.

- You must also inform Companies House of other changes, e.g. to the company's year end date, or any changes to your company's share structure.

Further Information

You can read the Directors and Secretaries Guide at Companies House and can download or submit relevant forms here.