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Limited company contractors – the company secretary role

Although there is no longer a mandatory requirement to appoint a secretary, there are a number of administrative responsibilities the role can fulfil.

Since the main implementation of the Companies Act 2006 was rolled out in April 2008, the role of company secretary became an optional one. A limited company can now be run by a sole director.

Before this date, most contractors would appoint a spouse, partner or parent to the secretarial role for the sake of convenience.

As a result of this change, any service company secretaries can easily resign (or be terminated) by informing Companies House, the registrar of companies.

What duties will a Company Secretary typically fulfil?

A secretary does not need to hold any specific qualifications to take on the role.

Some of the most common tasks a secretary of a small limited company would oversee include:

  • The maintenance of accurate company records, including the shareholder register.
  • Keeping Companies House updated with any changes in company personnel details, or changes to the company registered office address, for example.
  • Ensuring that the Confirmation Statement is submitted to Companies House on time.
  • Ensuring that the company accountant is looking after the company’s tax affairs, and submits the company’s annual accounts to Companies House / HMRC on time, and accurately.
  • Taking care of any share transfers – issuing new share certificates, and destroying old ones.
  • In the unlikely event that a member of the public requests to see the company’s statutory register, the secretary will typically be charged with facilitating this.

How to appoint / terminate a secretarial appointment

Although the secretary will typically be appointed at the time of company formation, you can use a number of Companies House forms to update the registrar of companies about future appointments and changes

If you have a company secretary currently, and would like to terminate the appointment, you need to inform Companies House by completing form TM02.

To appoint a new secretary, complete form AP03, and to make changes to the particulars relating to the secretary, fill in form CH03.

You can access these forms via the Companies House website, and are actively encouraged to submit forms via the WebFiling service. Alternatively, your accountant will happily process any changes on behalf of your company.

For more information, try the Companies House Directors and Secretaries guide.

Last updated: 16th June 2019