Small businesses don't have to appoint a company secretary any more unless their articles of association require them to do so, which is rare. (Appointing one is still mandatory for public listed companies).
Most small companies do not have one appointed internally. Many use outsourced service providers to assist them instead – it's usually far more time- and cost-effective.
Company secretaries take care of the administrative duties of a limited company – they're often a member of staff with relevant professional advisory expertise, such as an accountant or lawyer. They may, in fact, be another director of the company, who's doubling up on their role. Take a look at our guide to company secretary duties for more information.
But they could just as easily be someone engaged outside the company, and they could even be an entity rather than an individual.
You could engage the Stanley Davis group, for example, to help you with company secretarial activities.
What do you need to appoint a company secretary?
Proposing the appointment and agreeing to recruit.
2. A cross-check on your articles of association
To ensure that the board has the power to appoint a company secretary without needing, for example, shareholder consent or revisions to the board's current authorities.
Recording the proposal and the agreed outcome and any relevant details, including, potentially, the draft service agreement.
4. A cross-check that they don't have any conflicting interests
Once the candidate/entity is identified – for example, relationships with competitors that might derail an appointment or require shareholder approval ahead of you being able to action it.
5. A draft service/engagement agreement
Depending on whether this is an employment contract for an individual or a services agreement with a contractor or service provider).
Officially recording the appointment on the register of directors at Companies House
To record details such as the name, address, dates of appointment and any relevant changes regarding your company secretary.
How do you appoint a company secretary?
Step 1: Hold your board meeting or produce a written board resolution in favour of appointing the company secretary on the basis of the terms proposed.
Step 3: If your company has a secretary, then it will need to keep an internal register of secretaries. Every appointment or termination of appointment needs to be recorded in the register with the relevant key details relating to the company secretary.
The details that, by law, you must record in that register, are:
- the full name of the company secretary
- any former names
- an address at which they can be contacted
Want to access this guide?
Already have a Farillio account? SIGN IN
Get unlimited access to 100s of legal resources by signing up to Farillio today.
- Manage your legal documents online
- Well written legal templates by our partners
- Guides to help you understand law
- Legal help available every step of the way