The Company Secretary - Company Formation Related Services

A potential area of interest to post company formation clients. Every UK company must have a secretary - a sole director may not be the secretary. You must give notice of the appointment of a company secretary to the Registrar at Companies House on form 288a.

Changes of the company secretary

You must also give notice of appointment of a new company secretary on form 288a within 14 days of the change. Notice of resignation of the outgoing secretary has to be made on form 288b. Changes of any particulars are made on form 288c. Companies House forms

Company Register

A company register containing the secretary's name and address must be kept at the company's registered office and be available for inspection by the public.

Duties of the company secretary

The company secretary should maintain the company's statutory books:

• Register of company members
• Register of company directors and company secretary
• Register of application and allotments and return of allotments
• Registers of transfer of shares, debenture holders, and charges related to the company
• Register of material share interests in the company

The company secretary should keep the company seal, share certificates, letters of allotment, the Memorandum and Articles of Association, and the Certificate of Incorporation. He or she should also arrange and provide notice for company meetings, the Annual General Meeting, and directors' meetings.

The company secretary, as an officer of the company, is liable, together with the company directors, for default fines and other penalties provided by the Companies Act and imposed of the Registrar at Companies House.

Contractual liability

An example of contractual liability is where the company secretary enters into a contract on behalf of the company. He or she should make it clear that he or she does so as the company's agent, thereby avoiding personal liability.



Do call us if you would like further help or advice on this subject

 

Company audit exemption

Benefits in kind & expenses payments

Company bonus or dividend?

Tax and the company car

Corporation tax

The law and directorsnull responsibilities

Post incorporation matters

Companies - getting the timing right

The company secretary

Government grants

Company statutory records

Articles on company formation

Companies House Forms