Limited companies - what does a company secretary do?

   

Introduction

The main responsibilities of a company secretary are administrative in nature - ensuring documentation is completed and returned to Companies House and signing off company accounts(although only the directors have any legal responsibility for the contents). The exact role depends on the size of the company, with only occasional administrative tasks required by the typical small business.

Historically, all limited companies had to have a company secretary, but since April 2008, this is no longer a legal requirement due to measures contained in The Companies Act 2006. Now, a limited company can have a sole director - and no company secretary.

If you are using a registration agent, you may well be able to appoint directors and the company secretary (if you want to appoint one) when setting up the company online. Otherwise, you must inform Companies House of the appointment using Form AP03 (Formerly Form 288a). If the Secretary is dismissed or resigns, you must use Form TM02 (Formerly Form 288b). Any changes in personal details should be communicated via CH03 (Formerly Form 288c). If you are in any doubt about these forms, always ask your accountant who will deal with such start up matters on a daily basis. You can also view the full list of popular Companies House Forms.

Typical Responsibilities

Although the responsibilities of the company secretary will vary from firm to firm, there are a number of tasks such a person would typically carry out. It is worth bearing in mind that the Company Secretary does not have any special rights under the Companies Act.

Maintaining the Registered Office

When you set up a limited company, you will designate a registered address for your business. This cannot be a PO box, it must be a real address (for many start-ups, this will be your home address). The Company Secretary is responsible for ensuring that the Company registered address and number appears on all company stationary.

Company Meetings

The Company Secretary is usually responsible for arranging company meetings. The Company Secretary will typically take notes and keep the minutes as the official record. Normally, limited companies will also hold an Annual General Meeting (AGM) where the company's accounts are approved and the auditors reappointed.

Companies House Responsibilities

• The company must submit an Annual Return to Companies House each year (returned within 28 days of receipt).
• You must keep Company House updated of any changes to the Company's registered address (Form AP03) or any changes to the personal details of the directors' or the company secretary (Forms CH01 and CH03).
• You must file the Company's annual accounts with Companies House within 10 months of your Year End. This is usually done by your accountant, but the company secretary is ultimately responsible for ensuring this task is done.
• You must also inform Companies House of other changes, e.g. to the Company's year end date, or any changes to the Company's share structure.

You can read the Directors and Secretaries Guide from the Companies House website and can also download relevant forms here (although you can file most of them online these days).