The Role of a UK Company Secretary: A Complete Guide

Apart from the director, another important officer of the company responsible for maintaining the smooth running of the day-to-day activities of the company is the company secretary. Secretaries within the company are responsible for carrying out administrative tasks, ensuring effective communication among shareholders and directors, complying with the requirements of the legal documents and so on.

While company secretaries are not mandated for private limited companies, several companies have at least one because of the essential role that they carry out. This guide therefore will expatiate on the role of a UK company secretary. You will also get to understand how they are appointed within a company, who can be a secretary, their compliance requirements and so on.

Who is a Company Secretary?

A company secretary just like the director of a company is responsible for the daily management of a company. They are considered an officer within the company and they therefore ensure that the company stay in compliance with legal and statutory regulations. They are also in charge of carrying out administrative tasks, ensuring effective communication among shareholders and directors, keeping in touch with the Companies House and so on. A company secretary within an organization works hand in hand with the director.

While it is not required that a Private Limited Company appoint a company secretary, it is mandatory for a Public Limited Company to have one. However, because of the workloads associated with being a director, most Private Limited Companies have a company secretary who assists with the daily management duties.

Do I Need to Appoint a Company Secretary during Company Registration?

Company secretaries are not required for a Private Limited Company and so they do not need to appoint one during or after company registration. However, the requirement in the Articles of Association must also be checked through to see if it’s compulsory to appoint one or not. On the other hand, the provision on the Articles of Association can also be edited to allow for the removal or appointment of a company secretary.

Role of a UK Company Secretary

Here are some of the roles of a company secretary you should know.

1. Maintaining statutory books

Maintaining the statutory books of a company is a legal requirement and failure to do that adequately could result in facing penalties. Secretaries are coupled with keeping safe and maintaining the statutory books. The register of all directors, shareholders and secretaries both the current and past must be effectively managed. The minutes of all meetings of shareholders and board of directors must also be maintained.

2. Organizing meetings

Organizing and arranging meetings of shareholders is also another role of a company secretary. From providing notices to shareholders, directors and other important personnel of a general meeting or board meeting, to compiling of meeting agenda, the company secretary has a lot to do when it comes to managing meetings within the company. They are also expected to distribute relevant papers during or after the meeting. The minutes of the meeting can also be recorded by the secretary. Subsequently, the minutes and the decisions taken at the meetings can also be documented by a company secretary.

3. Filing Annual returns

With the aid of the company director, the secretary is faced with making annual filings with the Companies House. This includes filing the confirmation statements and annual accounts. The director and auditor reports also need to be filed when necessary.

4. Compliance with all statutory regulations

A company secretary must also be aware of the legal, financial and statutory regulations within the company. They must have a comprehensive understanding of the company’s Article of Association. They must also have the knowledge of the Companies Act 2006 and ensure that the company is functioning in compliance with it. So with that, every company secretary must stay up to date with every important legislation within their company's jurisdiction. And more so, be aware of all regulations guiding the company management.

5. Communication with shareholders

Maintaining adequate communication among shareholders is also the role of a company secretary. They are in charge of properly disseminating all necessary information to all the company’s shareholders. Any announcements made within the company are passed to the shareholders through the secretaries. They also provide meeting notices, information about registration of share ownership, transfer of shares and so on.

6. Signing legal documents

In so many cases, the company secretary can act as a signatory to an important legal documents in place of the company’s directors. This includes the signing of documents like confirmation statements and other bank documents. In some cases, even after the director's signature, a secretary might be required to sign before a document can be authorized for its usage.

7. Securing the Company’s legal document

Company legal documents like the memorandum and article of association, and certificate of incorporation must be kept safely and secured by the company secretary. As such they could come up with policies that would guide the company’s filing of documents and how they could effectively retain all essential documents within the company.

8. Providing Companies House with the Necessary Information

Any changes made to the company structure must also be disseminated to the Companies House by the secretary. These include resignation, removal or appointment of a director or secretary, changes in the company share capital, adjustment of company addresses, alteration of the Articles of Association and so on.

9. Carrying out an administrative role

Apart from carrying out managerial duties within a company, the secretary is also faced with some company’s administrative role. Some of the administrative roles include working on the company’s insurance matters, assisting with PAYE and payroll, exercising intellectual property matters, complying with data protection policy, making sure other secretaries and other workers are aware of the health and safety requirements, seeing to the overall management of the company’s offices and premises etc.

10. Maintaining the Company’s registered office Address

A company secretary must recognize the registered office address as the official main address of the company. With that, all company legal documents must be kept up to date in the registered office address. They must make sure that the company registered address is made available on the company’s website, invoice, emails etc.

Is there any Difference between a Company Director and a Secretary?

The company director and secretary perform a similar role in ensuring that the managerial tasks within the company are carried out effectively. However, they are two separate roles. While the director is responsible for the overall management of the company day to day-to-day activities, the secretaries are still answerable to the company director and they therefore work under the guidance of the director.

Directors are also responsible for appointing the company secretaries, they can delegate tasks to them and they are personally held liable if the secretaries fail to perform their duties. As such a director within a company must ensure that a secretary carries out their task following the statutory regulations and requirements. In some cases, secretaries can also be held responsible for their actions if they do not comply with the Companies House regulations.

Who Can Be a Company Secretary?

A company secretary can be any individual who is knowledgeable and skilled enough to carry out a secretary task. A shareholder or director of a company can also be a secretary. An accountant, solicitor, firm or another company can also be a company’s secretary.

However, an auditor or its employee or any individual who is an undischarged bankrupt cannot be a company secretary.

How to Appoint a Company Secretary

To appoint a company secretary, a resolution must be passed in the board of directors or members meeting. Once a conclusion has been reached, a secretary will be appointed and he or she is expected to present a consent letter to the company.

After this, the Companies House must be informed immediately by filing the form AP03. The form will be completed by providing information like the service address and full name of the secretary, the date of appointment, the signature of the new secretary and a director and so on.

This information can be submitted online through the Companies House website and it will be added to the company’s record. Usually, all secretary details are made available on the public record and they will be added to the company register of secretaries.

Are Secretary Details Available on Public Record?

Yes, every secretary's details present at the Companies House are made available in the register for everyone to see. The secretary's full name, service address, date of appointment etc are made available on the Companies register. With this, many secretaries prefer not to use their home address as their service address.

How to Remove a Company Secretary

A company secretary can be removed by passing an ordinary resolution of shareholders or reaching a majority vote by directors. However, all of this must be done in accordance with the agreement on the service contract of the secretary. To remove a company secretary, the following procedure should be followed.

1. An ordinary resolution should be passed by shareholders in a meeting
2. Directors should also reach a conclusion to remove the secretary. This can be achieved through a meeting or a written resolution
3. The removal of the secretary should be recorded in the company’s register of secretaries.
4. Companies House should also be notified through the form TM02. This should be done within 14 days of the secretary's removal. This can be completed online through the Companies House website.
5. Notify the bank and other important authorities of the secretary's removal.
   

Communication Strategies Required by Company Secretaries

Effective communication within the company is essential. Company secretaries are faced with the responsibility of maintaining adequate communication among shareholders and directors of the company. They are faced with distributing company announcements and maintaining shareholder correspondence.

They are expected to maintain a regular internal dialogue among shareholders. In situations when the company experiences  crisis, the secretary will be in charge of organizing meetings, ensuring that everyone acts within the set rules and regulations. And more so, ensure that there is effective communication and strategies to avoid further  conflicts.

Managing Compliance and Regulatory Requirements

Company secretaries just like the shareholders and directors are expected to understand and comply with the statutory requirements and regulations. They should be aware of the requirements of the Companies Act 2006, Articles and Memorandum of Association and every other essential legal document.

Although the company directors are faced with ensuring that the secretary carries out their tasks effectively and could be held responsible for any mismanagement, it is important to also note that secretaries in some cases can also be held responsible for their acts. As such, some statutory tasks involving notification of the Companies House of the available share capital, appointment and removal of directors and secretaries, amendment of the articles of association etc. must be done within the stipulated period.

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Conclusion

Appointing a company secretary could be a great step for your company to consider because of the crucial role that they carry out. also, they are known to assist directors with heavy workloads. And so having at least one secretary would enable everyone to work effectively without being overburdened with work. If you have any questions about the role of a UK company secretary, don’t hesitate to contact us here, and we’ll do everything we can to help.