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What does a company secretary do?

What are the duties of a company secretary?

As trusted chartered accountants, we are frequently involved with the registration of new companies. During this time, we are often asked: what does a company secretary do and does our company need one?

Read on for our guide to this important role – we’ll explain everything from duties and responsibilities to the benefits of opting for outsourced company secretarial services.

What does a company secretary do?

A company secretary plays a very important role in the management and running of a company by:

  • ensuring compliance with legal, financial and statutory obligations.
  • giving support to the board of directors by providing information and guidance when significant decisions need to be made.
  • overseeing company operations to ensure that they are ethical and sustainable.

What are the duties of a company secretary?

The specific duties of a company secretary will typically involve:

  1. Keeping company records
    One of the main duties is to compile detailed records of the company’s activities. This includes the formal minutes of significant meetings, statutory registers and a range of other important records.
  2. Maintaining compliance
    Ensuring that the company acts ethically and legally, by complying with relevant laws and regulations is a significant part of the role. This extends to relevant sector-specific codes of practice as well as general data protection/GDPR, bribery and corruption and health and safety issues.
  3. Filing annual returns
    The company secretary is responsible for submitting the company’s annual returns and accounts. By law, these must be filed with Companies House.
  4. Providing advice to the board
    The company secretary provides guidance and support to the board of directors on matters of corporate governance, company law, and best practices.
  5. Communicating with the board and shareholders
    Managing communications with the company’s shareholders is part of the role. This includes organising shareholder meetings and maintaining the shareholder register.
  6. Providing support to the chairman and CEO
    Supporting the chairman and CEO on corporate governance matters, as well as strategy and compliance are also part of the role.

Do I need a company secretary?

Whether you need company secretarial services depends on how your business is structured and operates. Essentially, this can be divided between:

  • Public Limited Companies (or PLCs)
    In accordance with the Companies Act 2006, all public limited companies are obligated to have a company secretary.
  • Private Limited Companies
    Since April 2008, private limited companies have had a choice over whether to have a company secretary (provided that the articles of association do not require one). If the articles do specify a company secretary, the provision can be removed by passing a special resolution of the company’s shareholders.

Many SMEs opt not to appoint a dedicated company secretary. Instead the role can be covered by the directors. It is usually the case that larger companies, or those with a more complex structure, find it advantageous to have a separate company secretary.

Who can be a company secretary?

Technically, a company secretary can be any individual who meets the legal requirements for the position.

The legal requirements are laid out in the Companies Act 2006 which state:

  • A natural person (not a corporate entity)
  • Must be at least 16 years old
  • The individual must not be disqualified from acting as a company director

As well as the legal requirements, it is likely that companies will specify additional requirements for their particular role. This might include certain qualifications or a background in corporate business, finance or law or maybe similar industry experience.

When considering who can be a company secretary, it’s important to think about personality. Someone with an impartial and trustworthy stance – who is also a good fit with the company culture – is also significant. Afterall, this is a senior role that liaises with other key stakeholders.

The role has many responsibilities which means that you should appoint an individual with a deep understanding of legal frameworks and regulatory compliance as well as strategic decision-making capability.

Why choose Hartley Fowler for company secretary services

Outsourced company secretarial services offer many benefits. Using a third-party provider, such as a reputable accounting firm, means that a company will have professional and dedicated support as and when needed.

Here at Hartley Fowler, we are pleased to offer an extensive range of business accounting services including cost-effective company secretarial support.

Our company secretary services include:

  • Company formation – completed using our online system
  • Acting as a registered office for all statutory documentation
  • Maintaining electronic statutory records
  • Preparing minutes of Directors’ meetings
  • Preparing dividend documentation
  • Completing statutory returns and accounts and filing with Companies House

We offer additional services to meet your company’s needs, including

  • Preparing tailored shareholder agreements
  • Preparing structured corporate documentation
  • Supporting with mergers, demergers, acquisitions and disposals

Call the experts

To find out more about our company secretary services, and how we could help you, please call us today.