What does a Company Secretary do?

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.

The requirement to have a Company Secretary

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.

Appointment and Removal of 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:

• Membership of any of the following bodies:
  • the Institute of Chartered Secretaries and Administrators (ICSA);
  • the Institute of Chartered Accountants in England and Wales;
  • the Institute of Chartered Accountants of Scotland;
  • the Association of Chartered Certified Accountants;
  • the Institute of Chartered Accountants in Ireland;
  • the Chartered Institute of Management Accountants; or
  • the Chartered institute of Public Finance and Accountancy.
• Has been the company secretary of a public company for at least three of the previous five years.
• Is a barrister, advocate or solicitor in the UK.
• Is a person who, because of his or her experience or membership of another body, appears capable of discharging the functions of a company secretary.

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.

Maintaining Statutory Registers

The company secretary is required to maintain the company’s Statutory Registers. The Registers to be maintained include:

• register of members
• register of directors and secretaries
• register of directors’ residential addresses
• register of people with significant control
• register of charges
• records of director and shareholder meetings and resolutions
• register of interests in shares (public companies only)

These registers should be kept at the company’s registered office, or a single alternative inspection location, which must be notified to Companies House.

Responsibilities of a Company Secretary

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.

Companies House Filings

The company secretary must ensure that the company files statutory information promptly at Companies House. Such filings may include:

• Appointment and termination of directors
• Details of directors and secretaries
• Copies of resolutions and agreements
• Confirmation statements
• Accounts
• Details of People with Significant Control
• Share allotments
• Registration of charges

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.

Administrative Duties

The company secretary is usually expected to take on extra administrative duties. These may include:

• Making sure that the company is legally compliant in areas such as:
  • Health and safety.
  • Data protection.
  • Human rights and modern slavery.
  • Cyber security.
• Authenticating company documentation.
• Issuing share and loan stock certificates.
• Looking after various documentation such as directors’ service contracts, property leases, agreements for commercial equipment.
• Administering employee share option schemes.
• Administering insurance and pensions.
• Administering PAYE (Pay As You Earn) and payroll.
• VAT registration.
• Managing the company’s premises and facilities.
• Custody and use of the company seal (if the company has one).

Fiduciary Duties

The company secretary, as an officer of the company, owes fiduciary duties to it, including a:

• Duty of loyalty.
• Duty not to make secret profits.
• Duty to act with care and skill.
• Duty to avoid conflicts of interest.

Powers of the company secretary

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.

Further information

For more information on the duties of a Company Secretary, please speak to your usual Druces contact or:

• Nicole Hopson at n.hopson@druces.com or call +44 (0)20 7216 5514

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.