Corporate Governance

A Company’s corporate governance and company secretarial requirements go hand in hand. Once viewed as the province of a company’s company secretary this is now viewed and understood to be the responsibility of the company secretary (if one is appointed) and all appointed officers of the Company (although companies should nominate one officer to be the “go to” person responsible).

Although a PLC company must have a company secretary appointed and that company secretary must meet certain qualifying criteria, a private limited company is no longer required to appoint a company secretary and if one is appointed there is no qualification criteria.

With today’s ever increasing corporate governance requirements it is more important than ever for company secretaries and directors to keep up to date with all the latest regulations and statutory provisions, an unenviable task with the number and frequency of changes. We at Herrington Carmichael can provide expert advice to in-house company secretarial teams directors, carrying out the duties of the company secretary, with their corporate governance.

Most notably we are asked to assist with the following on a regular basis:

  • Incorporations of limited companies and limited liability partnerships; 
  • Reconstitution or update of statutory registers; 
  • Assistance with preparing and filing statutory documents at Companies House (Confirmation Statements, directors changes etc); 
  • Share allotments and share transfers; 
  • Adoption of new articles of association; 
  • Share subdivisions, consolidations and re-denominations; 
  • Share re-designations and implementing new classes of shares; 
  • Share buy-backs and restructures; 
  • Advice on constitutional matters such as board and shareholder meetings; 
  • Advice and assistance with Strike-off. 


Each to include the required Companies House filings, board minutes and necessary resolutions.

We also provide a registered office and SAIL (Single Alternative Inspection Location) address service for all types of companies including trading companies and property management companies which are registered in England and Wales.

We work with a variety of organisations including publicly quoted companies, private limited companies, membership organisations and property management companies covering a vast array of industry types, in order to provide a comprehensive company secretarial service. We regularly assist international parent companies manage their UK subsidiaries corporate governance. We provide the advice required on either a permanent, project or ad hoc basis to suit our client’s requirements.

For specialist legal advice please contact Michelle Lamberth on 0118 989 9706 or by email at michelle.lamberth@herrington-carmichael.com


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Camberley:    +44 (0)1276 686 222
Wokingham:  +44 (0)1189 774 045
Key contacts
Michelle Lamberth
Senior Paralegal