What does a limited company secretary do?

The role of a limited company secretary is primarily administrative, but it may also involve significant responsibilities, depending on the company’s directors’ wishes.

In some cases, especially in larger companies, the secretary may also act as a key liaison between the board of directors and external stakeholders, such as regulators and legal entities.

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 be run with just a sole director if necessary.

How to appoint a company secretary

All company appointments, including those of directors and company secretaries, are made through the registrar of companies, Companies House.

There are two ways to appoint a secretary: either at the time of incorporation 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 – primary 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 to the information.
• Maintenance 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.
• Ensuring the company complies with all applicable legal requirements and staying informed about changes in legislation (e.g. Companies House rules) that may impact the business.

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 typically arrange for the Annual General Meeting (AGM) to take place and provide shareholders with copies of the company’s accounts in advance.

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’s 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.
• The company secretary may also oversee the filing of other statutory documents, such as special resolutions, changes in shareholding, or changes in the company’s structure.

More Information

Some helpful official guidance on the roles of directors and secretaries from Companies House.