Do I Need to Have a Company Secretary?

It’s a legal requirement for public limited companies (PLCs) to have a company secretary, but this is optional for private companies (we explain the difference between public and private companies in a separate article). In this article we explain the role of the company secretary and why you might choose to have one.

What is a company secretary?

The role can vary depending on the size and needs of the company, but a secretary is normally responsible for supporting good communications between the people who run and own the company, and senior management teams.

What does a company secretary do?

They’ll often take care of any admin relating to the company’s reporting and compliance requirements, such as keeping the list of directors and shareholders involved in the business up to date. Other duties might include:

• Coordinating activities between directors and managers
• Staying up to date with any rules and regulations affecting the business, and relaying this information to anyone else involved
• Maintaining the company’s articles of association, and helping the company follow its own processes
• Administration for issuing new shares and transfers
• Recording decisions to issue dividends and creating dividend vouchers

Who can be a company secretary?

Rather like appointing a company director, you can choose pretty much anyone to be a company secretary as long as they’re over the age of 16, and not an undischarged bankrupt or an auditor.

Although the role is very varied depending on what the company needs from a secretary, it does tend to involve a fair amount of corporate, legal, and financial responsibilities. It can be useful to appoint someone whose skills match up!

Can a director also be a company secretary?

Yes, your company secretary can also be a company director. Just be aware that in a public limited company you must have at least two directors (although one of these can also be the secretary).

Do I need to tell anyone if I appoint a company secretary?

You’ll need to formalise the process by recording minutes and ‘passing a resolution’ to appoint your new company secretary, and any other company directors must also agree to the decision.

Once approved, you can tell Companies House about these changes using the online service (or using a paper-based Form APO3, but online updates tend to be much quicker).

What information will I need?

Companies House will normally need to know:

• The full name of the company
• The secretary’s full name, including their title and any other names they have previously had
• Service address – this is the secretary’s official correspondence address
• Confirmation that they consent to act as company secretary

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