The role of limited company secretary is essentially an administrative one, but can involve a number of important responsibilities depending on the wishes of the company’s directors.
Until the main implementation of The Companies Act (2006) in April 2008, all limited companies were legally obliged to appoint a company secretary. However, since this date it is no longer a mandatory requirement. In fact, a limited company can now be run with just a sole director if necessary.
How to appoint a company secretary
All company appointments, both directors and companies secretaries, are made via the registrar of companies, Companies House.
There are two ways to appoint a secretary – either at the time of incorporation itself, or subsequently by informing Companies House via the correct form.
To appoint a secretary, you need to complete Form AP03. To dismiss a secretary (or if the secretary resigns), use Form TM02. Finally, if any of the company secretary’s personal details change (e.g. name or address), use Form CHo3.
All these forms can be submitted via the electronic WebFiling system. If you have any doubts or questions, ask you accountant, who should be able to process any changes on your behalf.
You can also access a complete list of the most commonly used Companies House Forms.
Company secretary – main responsibilities
There are no firm rules which determine the responsibilities and duties of a company secretary, as they will vary between firms. However, some of the main typical tasks include:
Maintenance of the Company Registered Office
All limited companies must have a ‘real address’ to use for the company registered office – it can’t be a PO Box.
The secretary will be responsible for maintaining this address, printing the company name on all relevant documents and communications, updating the registrar with any changes, and maintaining the register of members.
In the unlikely event that a member of the public might wish to inspect the company’s register of shareholders, the secretary will facilitate this.
The secretary may be responsible for arranging company meetings, and all dealings with shareholders. They will often take notes and keep minutes of company meetings.
The secretary will usually arrange for the Annual General Meeting (AGM) to take place, and supply copies of the company accounts to all shareholders beforehand.
Dealing with Companies House
- All limited companies must submit an Annual Return, which provides a snapshot of the company at a specific point of time. This must be submitted to Companies House within 28 days of the ‘made up date’, which is typically the date the company was incorporated.
- You must also keep Companies House informed of any changes to any details relating to the company or its officers (e.g. change of address, share capital, etc.)
- As a company director, you must ensure that your company annual accounts are submitted to Companies House is an accurate and timely manner, even though you will have employed an accountant to do this on your behalf.
You can read more about the duties of directories and company secretaries of limited companies in this guide on the Gov.UK website at the Companies House website and can also download relevant forms here, although you can file most of them online these days.