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:
- 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. - 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. - 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. - 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. - 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. - 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.