Company Secretary Role & Duties | Companies MadeSimple

The role of a company secretary is often misunderstood, but it remains a vital part of ensuring compliance and good governance in UK companies.

While public limited companies must appoint a company secretary by law, private limited companies can choose whether to have one. Regardless of whether the role is filled, the duties associated with it still exist and must be completed by someone within the company.

This article explains what a company secretary does, when one is required, who can take on the role, and how it supports directors in meeting their legal obligations.

Key Takeaways

• Public limited companies (PLCs) must have a qualified company secretary
• Private limited companies can choose to appoint one, but it is not legally required
• Key duties include filing statutory documents, maintaining company registers, and organising meetings
• A company secretary focuses on compliance and governance, while directors manage strategy
• Anyone over 16 can be a company secretary in a private company (with some exceptions)
• The role can be filled by a director, employee, or external service provider
• If no secretary is appointed, directors take on the responsibilities
• Appointing a company secretary can improve compliance and reduce administrative burden

Legal Overview: When Is a Company Secretary Required?

The legal requirements for appointing a company secretary depend on the type of company.

Public limited companies (PLCs)

Every public limited company must have a company secretary at all times. This requirement is set out in the Companies Act 2006. The secretary must also meet specific professional qualification standards, which are outlined in Section 273 of the Act.

Private limited companies

Private limited companies are not required to appoint a company secretary, unless their Articles of Association specifically state that one is needed. This change came into force in April 2008 as part of the Companies Act 2006, which aimed to reduce administrative burdens on smaller businesses.

What happens if no secretary is appointed

If a private company does not appoint a company secretary, the duties associated with the role do not disappear. Instead, they fall to the company's directors or another authorised person. Directors remain legally responsible for ensuring all statutory obligations are met.

Companies MadeSimple offers company secretarial services to help businesses manage filings, compliance tasks, and ongoing company administration.

What Does a Company Secretary Do?

A company secretary is responsible for ensuring the company meets its legal obligations and maintains good governance standards.

The core responsibilities include:

Maintaining statutory company records

The company secretary keeps registers of directors, shareholders, and people with significant control (PSCs) up to date. These registers must be accurate and available for inspection when required.

Filing confirmation statements and annual accounts

Every company must file a confirmation statement at least once a year and submit annual accounts to Companies House. The company secretary manages these filings to ensure deadlines are met and information is accurate.

Arranging and minuting board and shareholder meetings

The company secretary organises board meetings and general meetings, prepares agendas, and ensures minutes are recorded. These minutes provide an official record of decisions made and must be kept for company records.

Updating Companies House with changes

When company details change, such as director appointments, resignations, or address updates, the company secretary ensures the relevant forms are filed with Companies House within the required timeframes.

Managing the registered office and company information

The company secretary oversees the registered office address and ensures correct company information appears on official documents, stationery, and websites. This includes the company name, registration number, and registered office address.

Advising directors on governance and compliance

The company secretary provides guidance to directors on their legal responsibilities, governance best practices, and compliance requirements. This helps directors make informed decisions and avoid regulatory issues.

Administrative and Modern Company Secretarial Duties

The role of a company secretary has evolved over time and now includes a wider range of administrative and compliance tasks.

Supporting directors with daily management tasks

Many company secretaries assist directors with operational matters, including coordinating meetings, managing schedules, and handling correspondence with stakeholders.

Overseeing insurance, PAYE, VAT, and pensions

In some companies, the secretary helps coordinate insurance renewals, PAYE submissions, VAT returns, and workplace pension schemes. This ensures the company stays compliant with HMRC and other regulatory requirements.

Ensuring data protection, health and safety, and record retention compliance

Company secretaries often oversee compliance with data protection laws, health and safety regulations, and document retention policies. This is particularly important for growing businesses with more complex compliance needs.

Coordinating shareholder relations and dividends

The company secretary may manage communications with shareholders, prepare dividend vouchers, and ensure dividend payments are properly documented and recorded.

Adapting to digital and AI-assisted compliance systems

Modern company secretaries increasingly use digital tools and software to manage filings, track deadlines, and automate routine tasks. This helps improve efficiency and reduce the risk of errors.

Who Can Be a Company Secretary?

The eligibility requirements for company secretaries differ between private and public companies.

Private limited companies

In a private company, anyone aged 16 or over can be appointed as company secretary. This includes:

• One of the company's directors
• An employee or trusted team member
• An external professional or service provider
• Another company or corporate body

The person cannot be:

• The company's auditor
• An undischarged bankrupt -  unless they have permission from the court
• Someone who has been disqualified from acting as a director

A director can act as both director and company secretary, although this is not always considered best practice from a governance perspective.

Public limited companies (PLCs)

Public companies must appoint a secretary who meets specific professional qualification standards under Section 273 of the Companies Act 2006. This typically means the person must:

• Be a member of a recognised professional body (such as the Chartered Governance Institute UK & Ireland)
• Hold a relevant legal or accounting qualification
• Have at least three years of experience in a similar role

These requirements ensure that public companies have access to professional expertise in compliance and governance.

How to Appoint a Company Secretary

Appointing a company secretary is straightforward and can be completed in a few steps.

1. Pass a board resolution

The directors meet and agree to appoint a company secretary. This decision is recorded in the minutes of the meeting.

2. Obtain written consent

The person or corporate body being appointed must provide written consent to act as company secretary. This confirms they understand the role and are willing to take it on.

3. File Form AP03 with Companies House

The appointment must be filed with Companies House using Form AP03 (Appointment of Company Secretary). This should be done within 14 days of the appointment.

4. Update statutory registers and internal records

The company's register of secretaries must be updated to reflect the appointment. Internal records and systems should also be updated to ensure the secretary can carry out their duties effectively.

Companies MadeSimple can help complete this process efficiently and ensure all forms are filed correctly. For more detailed guidance, you can read our article on how to appoint a company secretary.

How to Remove or Replace a Company Secretary

If a company secretary resigns or is removed, the company must update Companies House and its internal records.

1. Pass a board or shareholder resolution

The board (or shareholders, depending on the company's Articles of Association) must agree to the removal or resignation. This is recorded in the minutes.

2. Notify Companies House within 14 days

The company must file Form TM02 (Termination of Appointment of Company Secretary) with Companies House. This must be done within 14 days of the termination.

3. Update company registers

The register of secretaries must be updated to reflect the change. If a new secretary is being appointed, the process outlined in the previous section should be followed.

4. Notify relevant stakeholders

Banks, accountants, and other stakeholders may need to be informed of the change, particularly if the secretary was an authorised signatory or contact person.
For more information, you can read our article on how to remove a company secretary.

The Value and Importance of a Company Secretary

Appointing a company secretary can bring several benefits, even when it is not legally required.

Enhances compliance and reduces the risk of fines

A company secretary ensures deadlines are met and statutory filings are completed accurately. This reduces the risk of late submissions, fines, or enforcement action.

Supports efficient governance and smooth operations

Having someone dedicated to compliance and administration allows the company to operate more smoothly. Meetings are organised, records are maintained, and governance standards are upheld.

Allows directors to focus on strategic work

Directors can concentrate on growing the business and making strategic decisions, knowing that compliance and administrative tasks are being handled effectively.

Boosts business credibility

For larger or growing companies, having a company secretary can enhance credibility with investors, lenders, and regulatory bodies. It demonstrates a commitment to good governance and professional management.

Company Secretary vs Company Director

While both are officers of the company, directors and company secretaries have distinct roles.

Company directors

Directors are responsible for managing the company's strategy, making business decisions, and overseeing performance. They have fiduciary duties and legal responsibilities to act in the best interests of the company and its shareholders.

Company secretaries

Company secretaries focus on compliance, record-keeping, and governance. They support directors by handling statutory filings, maintaining registers, and ensuring the company meets its legal obligations.

Although a director can also act as company secretary in a private company, separating the roles can improve governance by creating checks and balances. Even if duties are delegated to a secretary, directors remain legally accountable for ensuring the company complies with all requirements.

The Future of the Company Secretary Role

The role of the company secretary continues to evolve in response to changes in technology, regulation, and business practices.

Increasing use of automation and digital filing tools

Digital platforms and software are making it easier to manage filings, track deadlines, and maintain records. Company secretaries increasingly use these tools to improve efficiency and reduce manual work.

Growing governance responsibilities

Company secretaries are taking on more strategic responsibilities, including environmental, social, and governance (ESG) issues, board diversity, and data ethics. This reflects the growing importance of governance in business.

Shift from admin to strategic advisory functions

While administrative tasks remain important, many company secretaries now provide strategic advice to directors on governance, risk management, and regulatory developments. This helps companies navigate complex compliance landscapes and make informed decisions.

Conclusion

The company secretary plays a key role in ensuring compliance and maintaining good governance in UK companies.

While public companies must appoint a qualified secretary, private companies can choose whether to have one. Regardless of this choice, the duties associated with the role still exist and must be completed by directors or an authorised person.

Appointing a company secretary can reduce administrative burden, improve compliance, and support professional governance, particularly as a business grows. The role can be filled by a director, an employee, or an external service provider.

Companies MadeSimple has expertise in company management and offers a range of services to help businesses stay compliant and organised.

Frequently Asked Questions

What is the role of a company secretary?

A company secretary oversees a company's legal compliance, governance, and record-keeping. They manage statutory filings, arrange board meetings, and ensure directors meet their obligations under the Companies Act 2006. Their work helps maintain transparency and corporate accountability.

What does a company secretary actually do day-to-day?

On a daily basis, a company secretary maintains company registers, files confirmation statements, organises meetings, and communicates with directors, shareholders, and regulators. They also ensure that important documents are submitted to Companies House on time and that governance standards are upheld.

Is a company secretary legally required in the UK?

Only public limited companies (PLCs) are legally required to have a company secretary. Private limited companies can choose to appoint one, unless their articles of association specifically require it. If not appointed, directors must take on the secretary's duties.

What are the main responsibilities of a company secretary?

Key responsibilities include:

• Filing annual accounts and confirmation statements
• Maintaining statutory registers
• Arranging and minuting meetings
• Advising directors on compliance
• Updating Companies House when company details change
• Managing the registered office address and company documentation

Who can be appointed as a company secretary?

For private companies, anyone over 16 who isn't bankrupt or disqualified can act as a secretary. For public companies, the appointee must hold professional qualifications or relevant experience, such as being a qualified accountant, solicitor, or chartered secretary.

How do you appoint a company secretary?

Directors usually appoint a company secretary through a board resolution. The appointment must then be filed with Companies House using Form AP03. You should also update the company's statutory registers and notify relevant parties such as your accountant or bank.

Can a director also act as the company secretary?

Yes, a director can also serve as company secretary, especially in small businesses. However, this can limit checks and balances, and some documents that require two authorised signatories may pose a challenge if one person holds both roles.

Can a company secretary be a different company or service provider?

Yes. Many businesses appoint an accountancy or professional services firm as their company secretary. Outsourcing ensures expert compliance management and helps companies stay up to date with legal filing deadlines.

How do you remove or replace a company secretary?

The board (or shareholders) can remove a secretary through a resolution. Companies House must be informed within 14 days using Form TM02. The change should also be recorded in the company's statutory register of secretaries.

What qualifications does a company secretary need?

Private companies don't require specific qualifications. Public company secretaries must have relevant experience or be members of recognised professional bodies, such as the Chartered Governance Institute UK & Ireland or the Institute of Chartered Accountants in England and Wales.

What's the difference between a company secretary and a company director?

Directors manage the company's strategy and performance, while the company secretary focuses on compliance, record-keeping, and governance. Although tasks may overlap, directors remain legally responsible for ensuring the company meets its obligations.

What happens if a company doesn't have a company secretary?

For private companies, directors automatically take on secretarial responsibilities such as filings and meeting records. Failure to fulfil these duties can result in penalties or prosecution for non-compliance.

Why should a private company appoint a company secretary even if it's not required?

Having a company secretary improves compliance, saves directors' time, and supports good governance, especially as the business grows. It also enhances credibility with investors and regulatory bodies.

How can Companies MadeSimple help with company secretarial tasks?

Companies MadeSimple offers online services to manage company filings, confirmation statements, and registered office details. We help businesses stay compliant and save time by taking care of essential company secretarial duties.