The Role and Duties of a Company Secretary

A company secretary plays a key role in the smooth running and legal compliance of a company. While small businesses may not always be legally required to appoint one, it is highly beneficial for ensuring proper governance and administrative procedures. In this post, we will explore the company secretary duties in the UK, including what they do and why they might be essential for your company’s operations.

What is a Company Secretary?

A company secretary is an officer responsible for ensuring a company complies with legal and regulatory requirements. They help manage a company’s internal and external governance processes, oversee administrative tasks, and provide advice to the board of directors.

While having a company secretary is not mandatory for most private limited companies in the UK, certain public companies are legally required to appoint one. Even for private businesses, appointing a company secretary can provide valuable support in meeting statutory obligations and ensuring smooth operations.

Company Secretary Duties in the UK

A company secretary is tasked with several crucial responsibilities that help keep a company compliant with UK laws and regulations. While the exact duties can vary depending on the size and type of business, some key responsibilities include:

Ensuring Legal and Regulatory Compliance

One of the primary roles of a company secretary is ensuring the company complies with legal and regulatory requirements. This includes:

• Filing annual accounts with Companies House.
• Submitting confirmation statements to Companies House on time.
• Ensuring compliance with the Companies Act 2006 and other relevant legislation.

The company secretary ensures that the company meets its statutory obligations and avoids penalties.

Organising Meetings

The company secretary is responsible for organising and overseeing board meetings and annual general meetings (AGMs). Their duties include:

• Preparing agendas for meetings and distributing them to all participants.
• Taking minutes at meetings, ensuring they accurately reflect decisions made.
• Ensuring that resolutions are passed and properly documented.

In larger companies, the company secretary also ensures that all shareholders are notified of meetings, and that proper procedures are followed during the decision-making process.

Maintaining Company Records

A company secretary is responsible for maintaining the company’s statutory records. This includes:

• Keeping an updated register of shareholders and directors.
• Maintaining minutes from board meetings, AGMs, and other formal meetings.
• Managing the company’s statutory books, ensuring records are accurate and kept up-to-date.

These records must be readily accessible in case of an audit or regulatory review.

Handling Corporate Filings

The company secretary ensures that necessary filings are made with Companies House and other regulatory bodies. This includes:

• Filing the incorporation documents when the company is first established.
• Updating company details, such as changes in directors, shareholders, or registered office address.
• Filing annual accounts and submitting confirmation statements to ensure the business stays compliant.