What does a limited company secretary do?

The role of a 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 the Act came into force, 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 file 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 CH03. View these forms online here.

All these forms can be submitted via the electronic WebFiling system. If you have any doubts or questions, ask your accountant, who should be able to process any changes on your behalf.

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, and updating the registrar with any changes.
  • Maintainance of the company’s statutory registers – including the register of members, register of transfers, register of allotments, and the register of directors and secretaries. Believe it or not, it is a criminal offence not to maintain these registers correctly.
  • Maintenance of the company’s records – including accounting and tax records, VAT, PAYE, and all pensions data.
  • 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.

Company Meetings

  • 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

  • You must keep Companies House informed of any changes to any details relating to the company or its officers (e.g. change of address, registered address, share capital, etc.) – via the annual filing of your Confirmation Statement.
  • As a company director, you must ensure that your company annual accounts are submitted to Companies House in an accurate and timely manner, even though you will have employed an accountant to do this on your behalf.

More Information

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.

Last updated: 5th May, 2021

Superscript no-ties business insurance - pay monthly

Tailored just for you + pay monthly. You could be covered in just 10 minutes.

Combine all of your old pensions into one online plan

Sign up in 5 minutes - over 300,000 users, including the Bytestart team!

Tide Business Bank Account - £40 welcome bonus!

Exclusive for Bytestat readers + 12 months' free transfers. Find out more.

FreeAgent Online Accounting - 55% off - ByteStart exclusive!

Brilliant software. Get 55% of your first 6 months, then 10% for life.

Related articles

  • What is a private limited company? Key facts

    The private limited company is the most popular way to incorporate a business in the UK. Here we look at the key features this type of business structure provides. Related guides: What is Companies House?…

  • tax efficient limited company

    Tax-efficient ways to pay yourself through a limited company

    There are a variety of reasons why businesses or consultants may choose to operate via a limited company. For some, the protection limited liability offers is a key benefit. For others, the potential tax benefits are…

  • articles of association

    Company Formation – what are the Articles of Association?

    When you form a new limited company, one of the three documents you need to provide is the Articles of Association. Related guides: Limited Liability Partnership – What is an LLP? 10 advantages of running…