Company Secretarial

Herrington Carmichael is a full service law firm offering legal advice to UK and international businesses as well as individuals and families.

Our full-service Company Secretarial team delivers clear and reliable support across the full corporate lifecycle. Handling statutory compliance and governance so you can focus on running your business with confidence. 

Led by a qualified Co Sec and Corporate Governance professional and supported by a team with both Legal and Chartered Governance Institute qualifications, we are well equipped to guide companies through complex regulatory and governance requirements.

It’s like building a house. You have an idea of what you want, but you need advisors to assess the structure, comply with buildings regulations and ensure the property doesn’t collapse. Our CoSec Team are your advisors, and we establish the bureaucratic scaffolding necessary for decisions to function legally and complicitly and recommend courses of proceedings to meet specified goals.

Our Fixed-Fee Incorporation service includes:

  • Incorporation of companies limited by shares or guarantee
  • LLP incorporations
  • Advice on appropriate UK legal structure
  • Establishment of UK subsidiaries for overseas parent companies
  • Registration of UK branch offices (UK establishments)
  • Adoption of constitutional documents, including model articles, general trading articles or bespoke articles of association, in line with the specific business requirements
  • Registered office and Single Alternative Inspection Location (SAIL services, including ongoing handling of statutory filings and maintenance of registers
  • Establishment and maintenance of statutory registers
  • Preparation of the company’s first board minutes

We are a UK-listed Authorised Corporate Service Provider (ACSP), authorised to verify identities and submit statutory filings to Companies House on behalf of our clients. Our ACSP service provides a compliant and reliable route to support both UK and international clients with identity verification, ongoing compliance and regulatory submissions across a range of corporate structures.

Our ACSP Services include:

  • Identity verification for directors, persons of significant control
  • Submission of Companies House filings
  • Ongoing monitoring of Companies House and legislative requirements
  • Maintenance and confirmation of statutory personal details
  • Efficient and compliant filing of confirmations and updates
  • Acting as a trusted intermediary with Companies House

Who We Support:

  • UK companies and LLPs
  • UK subsidiaries of overseas parent companies
  • Overseas directors, shareholders and beneficial owners
  • Investor‑backed and group structures
  • Charities and not‑for‑profit organisations
  • Overseas entities holding or acquiring UK property

Our team can assist with ongoing, transactional, and event-driven Companies House filings.

Our services include:

  • Confirmation statements and accounts filing
  • Director appointments, resignations and changes
  • PSC appointments, updates and confirmations
  • Registered office and SAIL changes
  • Changes to constitutional documents
  • Share allotments, transfers and capital‑related filings
  • Rectification of erroneous previous filings
  • Event‑driven statutory filings

Every UK company must maintain a registered office address in its jurisdiction of incorporation. Our annual subscription Registered Office and SAIL service is designed to reduce administrative burden.

This service includes:

  • Provision of an established registered office address (England and Wales)
  • SAIL services for statutory registers and company records
  • Ongoing handling of statutory filings
  • Maintenance of statutory registers
  • Receipt and management of official correspondence

We can help you by preparing for and drafting minutes of a board meeting, or in the case of sole director companies – a resolution.

Board meetings are the formal decision‑making forum of a company and must be:

  • Properly convened and quorate
  • Conducted in accordance with the company’s governing documents
  • Accurately documented by written minutes (a statutory requirement)

Board approval is required for key matters, including:

  • Appointment and removal of directors
  • Issuing or transferring shares
  • Changes to articles of association
  • Approval of significant contracts and financing arrangements

Our team’s expertise extends to removing, terminating and appointing directors; drafting board minutes and resolutions, and advising on conflicts of interest and directors’ duties.

Our services:

  • Director terminations and appointments
  • Director removals under the provisions of the Companies Act 2006
  • Board minutes and resolutions: where we ensure decisions are carried out in accordance with legal requirements
  • Conflicts of interest and substantial property transactions: helping directors avoid potential conflicts, discern whether a conflict has arisen and advising on next steps
  • Directors’ duties: explaining how you can abide by these statutory provisions and what they mean
  • Ongoing corporate governance
  • Preparation and conducting shareholder meeting
  • Venue to holding general meetings
  • Arrangement for holding general meeting
  • Preparation for and the holding of shareholder meetings [Including venue]
  • Capital reorganisations (sub‑division, consolidation and reduction of capital)
  • Share buy‑backs
  • Changes of company name and registered office
  • Re‑registration of company type
  • Corporate authorisations for financings and commercial arrangements
  • Governance support for restructurings and reorganisations
  • Company secretarial due diligence for transactions
  • Support with bank account opening documentation
  • Strike‑off and dissolution under the Companies Act 2006

We can advise and support businesses with strike‑off services.

Our service includes:

  • Assessing eligibility for strike‑off
  • Preparing and submitting the DS01 application to Companies House
  • Ensuring compliance with all statutory requirements
  • Monitoring the strike‑off process through to completion

We also liaise with our dispute resolution team and corporate teams to assist with documentation for companies going into administration or liquidation.

Key contact

Michelle-Lamberth-PNG
Michelle Lamberth
Senior Paralegal, Company Secretarial & Corporate Governance

What our clients say about us

We were very impressed with the service provided by Herrington Carmichael. Michelle & Siddhartha were highly responsive and provided clear, professional advice throughout the process of our director's loan conversion. Their support with our company secretarial requirements was excellent, and we would highly recommend their services.

Han Le - Spira Films Limited

We have worked with Michelle for almost 10 years during which time she has supported us with the corporate secretarial matters of our clients. As our practice has expanded so too has our work with Michelle. Working with a primarily Japanese client base we require extreme attention to detail and very fast turn-around. Michelle has showed herself to be excellent in both regards.

Jean-Philippe Snelling

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Meet our experts

Dedicated professionals ready to assist you.

Dasha Thorpe PNG
Dasha Thorpe
Paralegal, Company Secretarial & Corporate Governance
Siddhartha Saxena PNG
Siddhartha Saxena
Senior Co Sec Paralegal, Company Secretarial & Corporate Governance
Dylan Short PNG
Dylan Short
Paralegal, Company Secretarial & Corporate Governance
Michelle-Lamberth-PNG
Michelle Lamberth
Senior Paralegal, Company Secretarial & Corporate Governance

Frequently Asked Questions

Find answers to your most pressing questions about our services and processes.

We are able to assist you in ensuring:

  • Compliance with constitutional documents
  • Adherence to Board Structure and authority protocols
  • Adherence to Board and committee delegation protocols
  • Policy creation, compliance and review
  • Consideration of board objectives, strategic risks and navigating the compliance landscape
  • Evaluation of Director suitability
  • Organising, running and minuting meetings
  • Acting as conduit for communication and action resolution and
  • Training Directors

In acting as your Corporate Company Secretary, we can support the board on visibility of:

  • Policies
  • Processes
  • Information
  • Regulation
  • Risk
  • Focusses board oversight, providing clarity on the objectives
  • Creates a framework for delegation of responsibilities and accountabilities for the board
  • Enhances strategy buy-in, with the board being co-creators of the development and executors of strategy
  • Demonstrates board awareness and their consideration of the key emergent risks for the organisation

A residents’ property management company holds and manages the common parts of a development or group of properties for the common good of all the property owners. The property owners contribute to the running of the company through payment of a service charge, and by opting to take office as directors of the company.

As a member of the management company, you either individually, or jointly if your property is held under joint ownership, own a share within the management company that exists to manage the common parts of the your development.

Whilst the primary objective of a trading company is to generate profit for its shareholders, a residents’ property management company is not intended to generate profit, and is rather to serve a purpose of acting as a vessel through which residents can manage the common parts within their own development.