If your business is registered with Companies House, then you should read this article as it explains the duties of a Company Secretary.
Under the Companies Act 2006 (the Act) private companies do not have to appoint a company secretary, the role can be fulfilled by the Directors of the company or out-sourced.
As an officer of the company, the company secretary is potentially liable (along with the directors) for certain breaches of the Act. So, if you decide not to appoint a Company Secretary you need to make sure that all the functions are carried out on time and by the requirements of Companies House. Ultimately even if you have a Company Secretary, the directors are legally responsible for the company.
Here is a list of the duties which need to be carried out to ensure compliance, this list is not exhaustive, and if you would like more detail, then please do contact us.
Maintaining statutory registers
There is a legal requirement for the Company Secretary to hold and maintain the following statutory registers. There are many different registers including Directors and their residential addresses, secretaries, members and a register of people with significant control.
Companies House filings
Each year the Company Secretary must file the annual return, this is the Confirmation Statement which gives an update of company information. Plus, the Director's Report must be filed, this details the state of the company and the names of the secretary or director approving the accounts and financial statements.
If there are any changes to the company during the year, it is important that the Company Secretary notifies Companies House, for example, address changes, share allotments, and special resolutions.
Maintaining the Registered Office
Every limited company has to have a Registered Office Address. The company does not need to operate from these premises, but the company’s registered name should be displayed outside the office. It is the role of the Company Secretary to update Companies House if this address changes.
Corporate Governance
Corporate Governance is about having processes in place which ensure that the company adheres to and keeps records of compliance to duties under the Act. For example, compliance with the company’s Articles of Association and keeping records and original documents safely.
As mentioned earlier there are many other duties which must be carried out, and if you do not appoint a company secretary, then you can outsource to an accountant. We offer these services to many of our clients and would be happy to advise you on the way forward; please do contact us by calling 01623 490 120 or email