Since 6th April 2008, when the initial wave of Companies Act 2006 legislation came into play, limited companies have no longer been obliged to appoint a company secretary.
Here we look at the current rules and explore the tasks a secretary will typically undertake if you decide to appoint one.
Company secretaries – the law before 2008
Prior to this change, all limited liability companies had to appoint a company secretary, as well as at least one director.
Before April 2008, a company secretary could also be a serving directory of a limited company, but in this case, the company would have had to appoint at least two directors.
Often, the company secretary would be a family member or partner.
In some cases, the secretary would be appointed to carry out specific administrative duties, but in the case of most smaller companies, the appointment was made purely as it was a mandatory requirement.
The role itself is more significant in larger companies, but in companies of all sizes, there are many administrative duties that a secretary would carry out, including liaising with the company accountant, dealing with Companies House and HMRC, keeping the company books and records in order.
Ultimately, however, the company’s directors are responsible for actions made by the company.
Secretary no longer a legal requirement
As a result of the April 2008 change, a limited company can now be run by a sole director, with no other officer appointment at all (this only applies if the director is a real person – not another company).
This was one of several changes made via the Companies Act 2006, the aim of which was to reduce the administrative burden on small businesses.
Limited companies do not need to amend their Articles of Association unless there is a specific reference to the company needing to appoint a secretary.
What does a Company Secretary typically do?
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 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 or terminate a company secretary
Although a secretary is often appointed at the time of incorporation, you can notify Companies House of new appointments or changes at any stage.
If you have a company secretary and wish to terminate their appointment, you must notify Companies House by completing Form TM02.
To appoint a new secretary, submit form AP03, and to update the secretary’s details, use form CH03.
You can download these forms from GOV.UK or submit them online via the WebFiling service. Alternatively, many accountants can process these updates on your behalf.
Company secretary FAQs
Do private limited companies need a secretary?
No. Since 6 April 2008, private limited companies are not required to appoint a secretary. If you do appoint one, the details must be filed at Companies House.
Can a director also act as the company secretary?
Yes. The law does not prohibit a director of a private company from also acting as secretary. If you decide to appoint a secretary in a one-person company, the sole director can hold both roles.
Is a company secretary still mandatory for public limited companies (PLCs)?
Yes. Public companies must appoint a suitably qualified company secretary. This article is aimed at private limited companies.
Does a company secretary have personal legal responsibility?
If appointed, the secretary is an officer of the company and can be held responsible for certain filing and disclosure failures. Directors remain ultimately responsible for the company’s actions.
Can a company secretary be based outside the UK?
Yes. There is no requirement for the secretary to be UK-resident. A service address can be used for the public record, with a separate residential address supplied privately to Companies House if needed.
Do we have to list the secretary on invoices, letters or our website?
No. UK company stationery and website rules require the company name, number, registered office and certain other particulars. Listing directors is optional, and if you list any directors, you must list all. There is no requirement to list the secretary.
Do company secretaries need to pass identity verification under the Companies House reforms?
Companies House identity verification applies to directors and people with significant control. There is currently no requirement for a private company secretary to verify their identity, unless they also hold one of the specified roles.
Can a corporate body act as the secretary of a private company?
Yes. A private company can appoint either an individual or a corporate body as secretary, unless the company’s Articles restrict this.
Can we outsource the company secretarial function?
Yes. Many companies ask their accountant, formation agent or a specialist firm to act as company secretary or to provide company secretarial services while leaving the statutory appointment unfilled.
