Since 6 April 2008, the Companies Act 2006 (Companies Act) no longer requires a private limited company to appoint a company secretary, unless the company’s articles of association state otherwise.
What is a company secretary?
The Companies Act imposes a broad variety of duties on the company secretary, accompanied by around 150 separate criminal offences. A company secretary is responsible for ensuring the smooth administration of the company’s governance.
Company Secretaries assume responsibility for compliance with corporate governance and other financial and legal regulations.
This usually includes the following duties:
- The arrangement of board meetings, including drafting the agenda, circulating supporting papers and notices and producing the minutes of all meetings.
- Providing support to the Chair of the meeting by ensuring compliance with any regulatory requirements surrounding the conduct of board meetings, including shareholder meetings where applicable;
- Completing and filing the annual confirmation statement, together with other statutory returns including ensuring the annual accounts are filed at Companies House on time.
- Assisting and contributing to the production of the narrative within the directors’ report and contributing to the other areas within the annual accounts.
- Maintaining the company’s statutory books and records, as failure to do so can incur a penalty of up to £5,000; and
- Informing Companies House of any significant changes to the company’s share capital or aspects of administration including allotments, appointments, resignations and changes to directors’ addresses along with other particulars.
Why would I appoint a company secretary?
If a company secretary is not appointed, these important duties and responsibilities must still be met as section 270 of the Companies Act states that these important administrative and compliance tasks become the responsibility of a: “director, or…a person authorised generally or specifically on behalf by the directors”, they do not simply disappear.
Secretaries of private companies (where they continue) are not required to have any particular qualifications or experience. However, medium and large private companies will be well advised to have one with requisite experience and qualifications. This is because, the role of the company secretary has evolved over the years as the burden of regulation has continued to increase at pace. With environmental, social, moral and political agendas continually changing, the company secretary is at the forefront, ensuring that the board remains live to these important trends if the company is to remain competitively relevant to all stakeholders. It is important to note that, some people are barred from taking this appointment such as the company’s auditor as this would constitute a conflict of interest or undischarged bankrupts, unless given permission by a court.
The, appointment a company secretary can be extremely helpful to the effective running of the company and are likely to be an invaluable asset.
As an officer of the company, when a company secretary is appointed, or removed, or their details are changed, this must be reported to Companies House within 14 days – in the same way that similar changes to a director would also be reported.
For further advice regarding Company Secretarial matters, or information on how we can act as Company Secretary for your company, please contact Michelle.Lamberth@Herrington-Carmichael.com.
This reflects the law at the date of publication and is written as a general guide. It does not contain definitive legal advice, which should be sought as appropriate in relation to your own particular matter before action is taken.
