Contractors' Questions: Do I need a Company Secretary?

Contractor’s Question: They were a staple of limited companies back in the day, but is a company secretary necessary? Even if it’s a hassle, do I need a company secretary anyway?

Expert’s Answer: The law no longer requires private limited companies to have a company secretary. 

However, the company’s Articles of Association (the rules according to which the company must be run and administered - every company is required to have them), may require one.  If it does, then you do have to have a company secretary, unless you change the articles.

I'm setting up a new company should I include provision for a company secretary?

For most PSC contractors, having a company secretary is not necessary, and indeed including provision within the company’s memorandum and articles can just be a hassle needing to appoint a new company secretary, if the previous one resigns.

What are the responsibilities of a company secretary?

The duties of a company secretary are not set out in any legislation.

But the duties typically include the filing of documents with Companies House, and dealing with matters concerning shareholders. For a small contractor company, these are not onerous duties and in the absence of a company secretary, these would simply fall to the directors to carry out.

My company’s articles require a company secretary - how do I go about changing that?

Simply by having amended articles drawn up and passing a special resolution of the members to adopt those articles. A special resolution requires at least 75% of the shareholders to vote in favour.

My company’s articles don’t require a company secretary, but I’ve got a form  that requires the signature of the company secretary – what do I do?

Where the form requires the signature of a director and the company secretary, for a company without a company secretary, it is perfectly acceptable for the form to be signed by two directors, or the sole director if there is only one.

Can a company be a company secretary?

A company can be appointed as a company secretary and many of the organisations offering a company secretarial service will use a company as the named company secretary.

I’m a Personal Service Company contractor with articles that require a company secretary, should I change them?

If it isn’t causing a problem obtaining the company secretary’s signature when needed, then you might as well leave things as they are. If having a company secretary is causing grief, then change the articles – it needn’t be expensive or difficult. Speak to your accountant or the people who formed the company for you. Good luck with it all!

The expert was Graham Jenner, a director of Jenner & Co chartered accountants.