What is the role of a company secretary?

What is a company secretary?

A company secretary plays a critical role in the governance and administration of a company, for example ensuring compliance with financial and legal regulations (i.e. filing of confirmation statement and accounts with Companies House), maintenance of the company’s statutory registers and providing advice and assistance in relation to board and shareholder meetings: “In this age of time, the company secretary is a strategic advisor on important matters that affect the governance of a company.”(Forgotten and Overlooked, The Company Secretary to corporate governance, 2019)

From 6 April 2008, it has not been a legal requirement for a private company to have a company secretary (section 270, Companies Act 2006). However, if there is no company secretary appointed the directors will be required to ensure that the company still complies with the Companies Act (CA 2006) and that duties and responsibilities are still met on time and to the correct standards. Consequently, many private companies still appoint a company secretary to ease the day-to-day administration burden but also for peace of mind in the fact that they are fulfilling those statutory obligations contained in the CA 2006 and other applicable legislation.

(Note: section 271 of the CA 2006 requires a public company to still have a company secretary.)

What are the main roles and responsibilities of a company secretary?

It is important to note that the roles and responsibilities of a company secretary can differ depending on the size and business line of a company or whether the company is listed, however outlined below are some of the typical duties a company secretary can expect to fulfil:

• Ensuring that all routine documentation is filed with Companies House such as the confirmation statement and company accounts. The confirmation statement confirms that the information Companies House holds for the company is up to date and accurate and must be filed within 14 days of the review period ending.

• Filing information at Companies House such as:
  • changes to share capital;
  • alterations to the articles of association;
  • notice of appointments or changes in company secretary or directors;
  • notice of changes to accounting reference date and registered office address, and
  • certain resolutions passed by members and agreements.

Most filing changes can be filed online via Companies House web-filing which is much quicker than filing via paper application.

• Updating and maintaining the company’s statutory registers for example the Register of Members, Register of Persons with Significant Control and Register of Directors and Secretaries. There registers must be kept at the company’s registered office address unless a Single Alternative Inspection Location (SAIL) address has been filed with Companies House. A SAIL address is an alterative location to the registered office where company records can be kept and made available for public inspection.

• Retaining company documents such as the company seal (if there is one), share certificates, the Memorandum and Articles of Association, and the Certificate of Incorporation.

• Arrange and provide notice for director’s and shareholder’s meetings including circulating agendas, notices and other supporting papers.  The company secretary is also usually responsible for preparing board minutes of director and shareholder meetings (to record the business transacted and decisions taken), resolutions, consent documents and ensuring that general meetings are held in accordance with the requirements of the CA 2006 and the articles of association.

How important is the company secretary role?

From the list of duties outlined above, it is without doubt that the company secretary is pivotal to the day to day running and management of a company, not just in terms of administrative compliance but also in ensuring effectiveness of board processes and good corporate practices. Of recent times, there has undoubtedly been a change in the compliance requirements of running a company and as such the roles and responsibilities of the company secretary have become even more important to establishing successful corporate governance.

A company that treats ‘the role of the company secretary as unimportant and un-integral may spell doom for the company in terms of operational and administrative costs. Any company desirous of long term and sustainable corporate success must treat the appointment of company secretary as a matter of top priority and as integral to the overall success of the company.” (Forgotten and Overlooked, The Company Secretary to corporate governance, 2019)

Does your organisation need a company secretary?

From 6 April 2008 it is not a legal requirement for a private company to appoint a secretary. However as explored in the note above, appointing a company secretary does come with it benefits, easing the administrative burden and allowing the directors to focus on running their business. There are many different types of company secretarial support available, ranging from individuals to service providers, full or part time, personal attendance and remote support.

Michelmores LLP has a dedicated company secretarial team offering a wide range of services. We can provide a complete or an assisted company secretarial service depending on your needs and budget. For further information on our company secretarial services please contact: cosec@michelmores.com or visit the Michelmores our Company Secretarial Services page.