Morgan Russell Solicitors

A Guide to the Role of Company Secretary

A          INTRODUCTION

In conjunction with this Guide please also see the separate Briefing Notes “A Guide to Director’s Responsibilities”, particularly section C thereof.

Private companies are no longer obliged to appoint a Company Secretary.  However, a company which does not have a Company Secretary is not subject to any lower administrative burden.  The requirements on the company will remain the same and the company will need to ensure that someone is assigned the responsibilities previously carried out by the Company Secretary.  Like directors, a Company Secretary is also an “officer” of the company. 

A company with a Company Secretary will still be able to execute documents.  For further information, please see the Briefing Note titled “Companies Act 2006: Execution of Documents”.

B         RESPONSIBILITIES 

  1. Arranging a board meeting, if any director asks for one.   This must be done in accordance with the applicable rules in the company’s Articles of Association.
  2. Taking and recording formal minutes in the company’s Minute Book.   Once approved they should be signed by the chairman of the meeting, or the chairman of the next meeting of the board.
  3. Filing applicable resolutions with Companies House.
  4. Circulating the directors’ report and accounts to those entitled to see them.
  5. Establishing and maintaining the company’s registered office.   This is the address for any formal communications including from the Registrar of Companies.
  6. Maintaining the company’s statutory books and records. These usually will include: 
    • Taking minutes of general (shareholders’) meetings and board meetings.
    • Maintaining the registers of: past and present officers of the company;  director’s interests in shares and debentures of the company; all shareholders, past and present, (and their shareholdings); any charges on the company’s assets; and of debenture holders.
    • Ensuring the safety of the company’s legal documents which include: the Certificate of  Incorporation (and of any change of name of the company); the Memorandum and Articles of Association; share certificates and stock transfers; any directors’ service contracts; and the company’s seal (although please note it is not necessary to have one).
  7. Ensuring that all the company’s business stationery carries the requisite information.
  8. Informing Companies House (on the appropriate form and within the appropriate period) of any important changes in the company’s structure or management, appointments, resignations, and changes of directors or secretaries; necessary resolutions; and any changes in the charges over company assets.
  9. Completing, or checking and amending, the Annual Return form.   This must be returned to Companies House within 28 days of the date shown.  The first Annual Return can be filed at any time within 12 months of the company’s incorporation and subsequent returns must be filed at intervals of not more than 12 months.
  10. Filing at Companies House:  the accounts which must be filed within 9 months of the accounting year end.

C         POTENTIAL LIABILITIES

It is the company’s directors who have primary legal responsibility (see the separate Briefing Note “Guide to Director’s Responsibilities”).  However, Company Secretaries as officers of the company can be held liable for failure to meet provisions of the Companies Act.

D         REDUCTION OF RISK EXPOSURE

Clearly the best way of achieving this is for Company Secretaries to constantly bear in mind their responsibilities and to take advice beforehand if there is any doubt about what these may entail in any particular situation.

However, here are some suggestions to reduce potential risks: 

  1. Remain aware of the main statutory requirements for filing etc. 
  2. Timetable annual events and provide warnings to others as necessary. 
  3. Educate the directors and appropriate other people about the importance of the Company Secretary’s role. 
  4. Inform advisors in advance of any changes to the structure of the company (eg. directors, shareholders). 
  5. Check documents carefully and sign and return them as soon as possible. 
  6. Ensure that official communications are promptly responded to or passed to advisors. 
  7. Make use of helpful information, in addition to the necessary forms and documents, which is available from Companies House (telephone number: 029 2038 0801) or visit its website at www.companieshouse.gov.uk. 
  8. Consider attending courses run by the Institute of Chartered Secretaries and Administrators (ICSA) and visiting its website www.icsa.org.uk. Both Companies House and ICSA produce booklets on the duties and responsibilities of the Company Secretary and guides to best practice and penalties for late filing. 
  9. Make sure that mail at the registered office (whether on-site or off-site) is not left unattended.   It is perhaps safest for the registered office to be located at the offices from which the Company Secretary operates, or at the offices of professional advisors to the company.

Further Information

If you require any further information or assistance, please contact Paul Morgan or Debbie Turner on +44 (0)1372 461411.

The data contained within this document is for general information only. No responsibility can be accepted for inaccuracies. Readers are also advised that the law and practice may change from time to time. This document is provided for information purposes only and does not constitute legal advice. Professional legal advice should be obtained before taking or refraining from any action as a result of the contents of this document.
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