The company secretary acts as the chief administrative officer of the company.
A company secretary is no longer a general legal requirement for private companies, although many companies continue to appoint one.
A company secretary shares legal responsibilities with the directors for certain tasks required by the Companies Act 2006. A company secretary must understand their obligations as an officer of the company.
A company secretary is usually appointed by the directors of the company, subject to the provisions of the company's articles of association.
The role and specific duties of the company secretary are not prescribed by the Companies Act 2006 and they are usually set out within the Articles of Association, contract of employment or the terms of engagement.
The role of a company secretary
The precise scope of the company secretarial role varies depending on the type of company and the governance structure. However, we have set out some of the common responsibilities below.
In general terms, a company secretary is required to:
- Ensure and check the company complies with their Articles of Association, the Companies Act 2006 and any other relevant legislation;
- Maintain the company's statutory books and records, including but not limited to the register of members, directors, secretaries and charges;
- Administrative duties relating to directors and members meetings, including the preparation and circulation of notices and minutes;
- Providing the directors and members with advice on corporate governance;
- Filing company information with Companies House such as the annual return, the accounts and appointment forms and the confirmation statement;
- Maintaining communication links between directors, members and employees; and
- Running the registered office, including dealing with correspondence, taking care of official documents and ensuring the company's statutory registers are available for inspection.
Usually the company secretary does not have any executive or managerial responsibilities unless such responsibilities have been delegated by the directors. A company secretary cannot amend the statutory registers or appoint the company auditors without the authorisation from the directors of the company.
A company secretary can attend both directors and shareholders meetings, but the appointment as a company secretary does not entitle that person to vote.
A company secretary can only vote if that person is also a shareholder and/or a director and that person can only vote in their capacity as a director and/or member not in their capacity as a company secretary. Often a company secretary is also a director.
Company secretaries are subject to common law fiduciary duties. This includes acting in good faith in the interest of the company, keeping the company's affairs confidential, avoiding conflicts of interest with the company and not making personal profits from dealings on behalf of the company. The company secretary should ensure that all fiduciary duties are complied with at all times.
The role of company secretary can involve serious potential liabilities. directors and company secretaries can be held jointly liable for failures to meet the provisions of Companies Act 2006 (except for company accounts, for which directors are solely responsible). If the company secretary has prime responsibility for the task, they may be held responsible and liable to the fine.
A company secretary can either be an individual or a company. A company can appoint an employee to be the company secretary, or alternatively the company can appoint an external supplier to provide the company secretarial services.
The company secretary may delegate work to a third party, for example a professional chartered secretary or a solicitor, but they still remain responsible.
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