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Does my limited company have to appoint a secretary?

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 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 or terminate a company secretary

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 GOV.UK and submit information via the WebFiling service. Alternatively, your accountant will happily process any changes on behalf of your company.

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Last updated: 15th March 2021