What is the role of a Company Secretary?

When you set up a Ltd Company there are a number of roles and responsibilities you need to be aware of. There are a number of statutory responsibilities and in some cases a number of key roles that have to be filled such as a company secretary. This role is obligatory for Public Companies but optional for Private Companies unless their articles of association require them to have one.

Typical duties of a company secretary can range from:

When a company secretary is appointed, Companies House must be notified together with any change of details or the termination of the appointment. 

In a public company, the directors must make sure that the secretary has “the requisite knowledge and experience to discharge the functions of secretary of the company”.  In addition, they must meet one or more of the following qualifications:

Be a member of any of the following bodies:

Have held the office of company secretary of a public company for at least 3 out of the 5 years immediately before their appointment as secretary.

Be a barrister, advocate or solicitor called or admitted in any part of the UK

Be a person who by virtue of their holding or having held any other position or their being a member of any other body, appears to the directors to be capable of discharging the functions of the secretary of the company.  (Companies Act 2006, s.273)

Secretaries of private companies (where they continue) are not required to have any particular qualifications or experience.

The Duties of Company Secretary:

According to the July 2018 UK Corporate Governance Code, “All directors should have access to the advice of the company secretary, who is responsible for advising the board on all governance matters. Both the appointment and removal of the company secretary should be a matter for the whole board.”

The secretary is an officer of the company and their duties can be wide-ranging. While the Companies Act does not generally specify the role of the company secretary, they usually undertake the following duties:

  1. Maintaining the company’s statutory books, including; a register of present and past directors and secretaries; a register of all shareholders, past and present and their shareholdings; a register of any charges on the company’s assets; minutes of general meetings and board meetings; a register of the debenture holders (typically banks)
  2. Filing annual returns at Companies House. Other documents which must be filed include the confirmation statement, directors’ report and auditors’ report (unless the company is exempt), and financial statements, including details of the company’s assets and liabilities.
  3. Arranging meetings of the directors and the shareholders. This responsibility will involve the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken.
  4. Informing Companies House of any significant changes in the company’s structure or management, for example, the appointment or resignation of directors.
  5. Establishing and maintaining the company’s registered office as the address for any formal communications. Ensuring that all the company’s business stationery carries its name, registered number, country of registration and registered address. These details must also appear on the company website, emails, order forms and invoices.
  6. Ensuring the security of the company’s legal documents, including for example, the certificate of incorporation and memorandum and articles of association.Deciding on the company’s policy for the filing and retention of documents
  7. Advising directors on their duties, and ensuring that they comply with corporate legislation and the articles of association of the company.

Additional Duties
The company secretary will often be required to take on a variety of additional administrative duties. 

Obviously, the size and breadth of the role are directly linked to the size of the company, however, these tasks can be time-consuming and be a strain on your resources. 

With a dedicated team member at Jarem, we will make sure that your confirmation statement, annual filing, and ad-hoc filing from Companies House is completed in a timely manner. 

If you are unsure if your company should have a company secretary or you want to talk through the legal responsibilities of this role, then please get in touch with the Jarem team. Our Company Secretary Service will ensure that you meet the regulatory, legal, and compliance requirements.

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