Company Secretary responsibilities

Who needs a Company Secretary and what qualifications must they have

A Company Secretary is the person legally responsible to the Registrar at Companies House to file the appropriate paperwork within the timescales allowed.

Until recently every Limited company needed to appoint a named person to act as the company secretary. From April 2008 this was no longer the case, as a result of new legislation under the Companies Act 2006.

For Public Limited Companies (PLCs) there is still a requirement for a Company Secretary (in addition to at least two members and a minimum of two company Directors) and there are very specific guidelines regarding the qualifications and experience that a company secretary of a PLC must hold. The Company Secretary of a PLC must be a person who appears to the directors to have the necessary knowledge and ability to fulfil the functions or is a member of any of the following bodies:

the Institute of Chartered Accountants in England and Wales
the Institute of Chartered Accountants of Scotland
the Institute of Chartered Accountants in Ireland
the Institute of Chartered Secretaries and Administrators
the Chartered Association of Certified Accountants
the Chartered Institute of Management Accountants (formerly known as the Institute of Cost and Management Accountants)
the Chartered Institute of Public Finance and Accountancy.

For Private Limited Companies however, there is no longer a need to have a named company secretary at all, if you feel you don’t need one. If you do have one they are not required to hold any specific qualifications, but the person undertaking the role will need to have a good understanding of the regulations affecting companies and how to comply with them, as well as having extremely good organisations skills.

The responsibilities of a Company Secretary

If you choose not to have a named person as company secretary the role of a company secretary still needs to be fulfilled which means that the duties they would have performed still need to be carried out by someone. The specific duties of a company secretary are not defined by the Companies Act but their role usually includes being responsible for:

Maintaining the registers of shareholders, directors and secretaries, directors’ interests, charges and mortgages.
Ensuring statutory documents are filed with the Registrar within the appropriate timescales and using the appropriate forms.
Providing shareholders with appropriate notice of meetings, and supplying copies of the annual accounts prior to the AGM.
Sending copies of resolutions and agreements to the Registrar
Keeping minutes of directors’ meetings
Ensuring correct access to various documents by those entitled to see them (eg shareholders and the general public can see the register of shareholders, shareholders are entitled to view and have copies of meeting minutes.)

Note that companies can choose to circulate documents using email or by other electronic methods such as websites, with the shareholders' agreement. This will speed up the decision making process and means most small businesses will be able to make most shareholders’ decisions more quickly and without the need for a general meeting.

Company Secretary responsibilities

Who needs a Company Secretary and what qualifications must they have

A Company Secretary is the person legally responsible to the Registrar at Companies House to file the appropriate paperwork within the timescales allowed.

the Institute of Chartered Accountants in England and Wales
the Institute of Chartered Accountants of Scotland
the Institute of Chartered Accountants in Ireland
the Institute of Chartered Secretaries and Administrators
the Chartered Association of Certified Accountants
the Chartered Institute of Management Accountants (formerly known as the Institute of Cost and Management Accountants)
the Chartered Institute of Public Finance and Accountancy.

The responsibilities of a Company Secretary

Maintaining the registers of shareholders, directors and secretaries, directors’ interests, charges and mortgages.
Ensuring statutory documents are filed with the Registrar within the appropriate timescales and using the appropriate forms.
Providing shareholders with appropriate notice of meetings, and supplying copies of the annual accounts prior to the AGM.
Sending copies of resolutions and agreements to the Registrar
Keeping minutes of directors’ meetings
Ensuring correct access to various documents by those entitled to see them (eg shareholders and the general public can see the register of shareholders, shareholders are entitled to view and have copies of meeting minutes.)