Company Secretarial

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

Our services cover the legal technicalities that underpin corporate decisions, by drafting the necessary paperwork to ensure that businesses comply with their statutory requirements and function legally. These services include, Companies House filings, drafting board and shareholder minutes and resolutions, reconstituting and maintaining statutory registers, and acting as registered office.

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 like those advisors. We establish the bureaucratic scaffolding necessary for decisions to function legally and complicitly and recommend courses of proceedings to meet specified goals.

Our specialised Company Secretarial team stand ready to guide you through the process of setting up a company, with a tailored and cooperative approach that's rooted in placing you on the right road to your company's governance.

We deal with a diverse clientele, advising private limited companies, charities, membership organisations, and we regularly engage with overseas entities.

Company Formation Services

  • Incorporation services
  • adopting general trading articles of association or model articles
  • setting up your statutory registers
  • drafting your company's first board minute

What is Incorporation?
Incorporation is the legal process by which a business is recognised as having its own legal identity separate from its owners and managers. Companies are incorporated once they are registered at Companies House.

Every company which has been incorporated within the UK is registered with Companies House and is required to make filings at Companies House. This includes the annual confirmation statement, director changes, account filings and other notifications about the company. We are able to assist you with these filings other than the accounts.

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

What is a board meeting?
A board meeting is a main decision making forum held between a company's directors. These meetings are presided by a chairperson and must be quorate; the meeting should be conducted according to the company's governing documents and voting rights must be adhered to.

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

Our services :

  • Director Terminations, Removals and Appointments
  • Board Minutes and Resolutions
  • Conflicts of interest and substantial property transactions
  • Directors' duties
  • Ongoing corporate governance

Supporting both developers and residents, our company secretarial team provide specialist assistance ensuring the smooth operation of residents' property management companies.

Our Services

  • Formation of a Property Management Company
  • Creation of the management company's statutory books
  • Handover of the management company from the developers to the homeowners
  • Appointing new directors
  • Acting as registered office
  • Answering replies to enquiries from a new purchaser looking to buy a property connected to the management company
  • Transferring shares in the management company when a property is bought or sold

Every incorporated company must have a registered office address in the jurisdiction in which it is incorporated. Herrington Carmichael's registered office and SAIL service provides an annual service designed to ease your company's administrative burden.

Our company secretarial team provide an established registered office address service, operating on an annual subscription basis, to provide peace of mind to company directors by easing their administrative burden.

All companies which are registered in the UK are required by law to keep statutory registers at either their registered office or single alternative inspection location. The statutory registers provide a story of both the historical and the current ownership and directorship of the company.

Our company secretarial team can reconstitute your company's statutory registers if they have not been kept up to date or if they were never prepared.

At Herrington Carmichael, we specialise in guiding companies through the process of voluntarily striking off under section 1003 of the Companies Act 2006.

Our Strike-off Service Includes:

  • Eligibility assessment: we ensure you understand the pre-requisites for a strike-off application
  • Preparation and submission of DS01 Form
  • Compliance with legal obligations

Key contact

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

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Meet our experts

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Dasha Thorpe
Paralegal, Company Secretarial & Corporate Governance
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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.

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