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.
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.
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.
Company Secretary changes – dealing with Companies House
If you want to appoint, remove, or change the details of a company secretary, you must inform Companies House, the registrar of companies in the UK.
- To appoint a company secretary, you need to use form AP03.
- To remove a company secretary from the register, you must use form TM02.
- For any name/address/other changes, you need to use form CH03.
All the forms (as well as many other commonly used ones) can be submitted online via the ‘WebFiling’ service at Companies House.
For more information, read more about the company secretary role.