The roles and responsibilities of a limited company secretary

Traditionally seen as the chief administrative office of the company, the role of the company secretary has been around for over a century. In today’s corporate climate, company secretaries are increasingly seen as critical to good governance and compliance, writes solicitor Nathan Samuel of law firm Brabners LLP.

What is a company secretary?

A company secretary, much like a director, is an officer of the company and as such can be held criminally liable for failures of the company to comply with certain statutory requirements. The main difference between company secretaries and directors is that the role of a company secretary is administrative, rather than managerial, in nature.

Does a contractor limited company need a company secretary?

Historically, all limited companies were required to appoint a company secretary. However, since April 6th 2008, this requirement was dispensed with for all private limited companies except those whose ‘articles’ continue to require that they have one. Public limited companies must still appoint a company secretary.   

If a private limited company does not have a company secretary, then it falls to the directors to carry out the tasks usually done by the company secretary.

Despite the removal of the company secretary requirement for private limited companies, for some incorporated businesses it will still make commercial sense to retain the role of company secretary.

For larger private companies or those with more complex group structures, the company or group board may gain greater benefit from the administrative support offered by a company secretary. Indeed, the company secretary will commonly be one of the longest-serving members present at board meetings and as such can act as a repository of corporate history while also guiding the board on governance and administration matters.

What are the duties of a company secretary?

While the Companies Act 2006 does not prescribe the duties of the company secretary, these usually include:

• maintaining and updating the company’s statutory registers such as its register of members, register of allotments of shares and register of share transfers;
• ensuring that filings at Companies House are made on time such as the filing of annual confirmation statements, registration of charges and changes in the makeup of the board;
• arranging and ensuring the smooth operation of board/shareholder meetings, preparing agendas for those meetings and producing minutes of those meetings;
• deciding the company’s policy on record-keeping; and
• advising the board of their duties and ensuring legal and regulatory compliance.

What does a company secretary do?

The role of a company secretary is generally to support the directors. However they are often called upon to carry out other operational functions over and above the duties referred to above. These typically include:

• ensuring appropriate insurance is in place;
• managing VAT registration;
• overseeing office and facilities management;
• maintaining regulatory compliance including health and safety and data protection;
• operating PAYE, payroll and employer pension schemes; and
• attending to post-completion requirements following corporate transactions.

In public companies, the role will also include ensuring compliance with the UK Corporate Governance Code and the Financial Conduct Authority’s Listing Rules.

In recent years, the role of company secretary has increasingly included improving investor and shareholder engagement. This includes ensuring compliance with information requirements contained within the company’s articles or shareholder agreements and by distributing company announcements and notices.

Who can be a company secretary?

When appointing a company secretary, the directors must take all reasonable steps to ensure that its company secretary has the requisite knowledge and experience to discharge the functions of a secretary of a company. Whereas for private limited companies there are no formal qualifications, for public limited companies the company secretary must have at least one of the following qualifications:

• be a member of one of the prescribed organisations (for example, the Institute of Chartered Secretaries and Administrators or the Institute of Chartered Accountants in England and Wales);
• been a company secretary of a public company for at least three of the previous five years;
• be a barrister, advocate or solicitor in the UK; or
• be a person who, because of their experience or membership of another body, appears capable of discharging the functions of a company secretary.

Finally, what’s prohibited and what’s not prohibited

While for public companies the Companies Act does not prohibit corporate company secretaries, it is unlikely that a corporate secretary could have any of the above qualifications. However, the Companies Act does prohibit the company’s auditor from acting as the company secretary for both private and public companies.