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Do you need to have a company secretary, and what duties do they fulfill?

February 13, 2012

Unless the Articles of Association specify otherwise, a private company does not need to have a company secretary. However, the duties of a company secretary still need to be fulfilled regardless of whether someone is formally appointed. A public company, on the other hand, must have a formal company secretary appointed.

The duties of a company secretary can either be performed by the directors, an internal company secretary or they can be outsourced to a specialist company secretarial provider.

Company secretarial services can vary depending on how the company is organised, but they often involve some or all of the following:

Typical company secretartial duties

Maintaining the company’s statutory registers: Every company is required to keep certain statutory registers and can be a criminal offence not to maintain these. The main registers are the register of members, register of transfers, register of allotments and the register of directors and secretaries.

Managing the company’s records: As well as the statutory registers, there are other records that every company is required to maintain including, accountancy and tax records, PAYE info, VAT records, pension details and insurance records.

Companies House filings: The annual return and company accounts need to be filed with Companies House every year and there are other event driven filings that also need to be made. For example when the company’s registered office changes or new directors are appointed. As with the statutory registers, it can be a criminal offence not to make these filings.

Maintaining the company’s registered office: The registered office of a company must be a real address (not a PO Box number) in the same country that the company is registered in. Although it doesn’t have to be the trading address, the registered office is a place whereby HMRC, Companies House and other government organisation need to be able to contact the company. The company name must also be displayed at the registered office.

Organising the company’s board and shareholder meetings: The company secretary is normally responsible for organising the company’s formal meetings in line with the articles of association.

Further Information

This article has been written for ByteStart by Elemental CoSec who provide company secretarial services.