A company secretary assists with the governance and administration of a company. The extent of authority and functions carried out by a company secretary varies significantly from company to company (and can depend upon whether the company is listed), extending from a purely administrative role to one advising the board on procedures, corporate governance, strategy and decision making.
Although the Companies Act 2006 does not specifically set out their duties or responsibilities, many are implied by the fact that a company secretary is an officer of a company and, therefore, liable to prosecution for failure to comply with certain statutory requirements.
Since 6 April 2008, private companies have not been required to appoint a company secretary. Where a private company decides against appointing a company secretary, it will need to ensure that the functions of the role are carried out by another individual, or individuals.
A private company must check their Articles of Association, as some Articles may expressly require that a company secretary is appointed. If this is the case, the company will be required to have a secretary unless the company chooses to change its Articles.
Public companies are required to have a company secretary.
If a public company fails to appoint a secretary, the Secretary of State has the power to give a direction stipulating a period by which the company must appoint a secretary. Failure to comply with such direction is an offence by the company and every officer of the company who is in default.
The appointment and removal of a company secretary should be the responsibility of the board of directors. Notice of the secretary’s appointment and removal must be filed at Companies House within 14 days of the event date.
The company secretary can be a natural person (individual) or a corporate body, however, a person may not hold the post of secretary of the company if he or she is also its auditor.
The company secretary of a public company, however, must satisfy certain requirements. The secretary of a public company must meet or have at least one of the following qualifications:
A corporate secretary may also be appointed, as well as an individual, although in the case of public companies, due to the qualification requirements, this may not be possible.
The company secretary of a private company does not require any formal qualifications.
The company secretary is required to maintain the company’s Statutory Registers. The Registers to be maintained include:
These registers should be kept at the company’s registered office, or a single alternative inspection location, which must be notified to Companies House.
It is important to note that as an officer of the company, the company secretary may be criminally liable for defaults committed by the company.
A company secretary’s responsibilities typically include working closely with the Directors, informing them of any restrictions and responsibilities imposed on them by the company’s Articles of Association, providing detailed practical support and guidance including relevant corporate governance guidelines, communicating regularly with the board, arranging board meetings and preparing and circulating agendas, minute taking, preparing shareholder communications, ensuring that annual general meetings are held in accordance with the Companies Act 2006 and the company’s Articles, overseeing the voting process, providing members and directors with notice of meetings in a timely manner, providing members with proposed written resolutions, ensuring compliance with all statutory and regulatory requirements.
There are many more responsibilities, but in general they are administrative rather than managerial.
The company secretary must ensure that the company files statutory information promptly at Companies House. Such filings may include:
If a company secretary does not file statutory information promptly at Companies House, they could be liable to a fine, along with the directors of the company.
The company secretary is usually expected to take on extra administrative duties. These may include:
The company secretary, as an officer of the company, owes fiduciary duties to it, including a:
The company secretary has the ability to sign most of the forms that a company needs to submit to Companies House.
A company secretary can also sign deeds, on behalf of the company, if they sign with a director of the company.
For more information on the duties of a Company Secretary, please speak to your usual Druces contact or:
This guide is provided for general interest and information only. It does not constitute legal advice. Whilst every effort is made to ensure that the content accurately reflects the law in England as at the date of its transmission, no liability is accepted for any loss or damage arising from any act or omission resulting from any information contained herein.