Role of the Company Secretary
Company Secretarial Duties
The advent of the Companies Act 2006 will bring about a number of changes for companies during 2007 and 2008. One such change will be that private companies will be able to choose whether to have a company secretary or not. This choice will be available from 6 April 2008.
In this article we outline the current role of the company secretary, as it applies under existing law. Please look out for future versions of this factsheet which will be updated as the new Companies Act becomes effective.
Do All Companies Need a Company Secretary?
Until 6 April 2008 company law requires every limited company to have a formally appointed company secretary. Until then, all private limited companies must have at least one director along with a company secretary and where the company has a sole director, that director cannot also be the company secretary. Where there are two or more directors, one may be appointed as the secretary. As noted above, legislation will be implemented that will abolish the requirement for private companies to have a company secretary, although one can be appointed should the shareholders wish.
All private companies, whether they appoint a company secretary or not, will still have to ensure they comply with a number of statutory requirements.
Even after 6 April 2008 public limited companies (plc) must have a company secretary with specialist up to date knowledge of company law.
When and How Should the Company Secretary be Appointed?
A company secretary is appointed when a company is first incorporated. Any subsequent changes to the particulars of the company directors or secretary, for example, changes in their name or address, must be notified to Companies House using a standard form - 288c. When a director or company secretary resigns, form 288b must be completed and sent to Companies House. When a new director or secretary is appointed, form 288a should be used.
The Company Secretary and Companies House
Company legislation requires that a minimum amount of information about a company must be publicly available, including, for example, annual accounts, the registered office address and details of directors, the secretary and members.
A company secretary, or in the case of a private company after 6 April 2008 the person responsible for company secretarial matters, will have regular dealings with Companies House, as this is where public records about the company are held.
The Status and Liability of the Company Secretary
The company secretary is an officer of the company. This means that they may be criminally liable for defaults committed by the company, for example, failure to file in the time allowed, any change in the details of the company’s directors and secretary and the company’s annual return.
The Duties of the Company Secretary
The duties of the company secretary are not defined specifically within company law. However, these may be divided generally into three main areas:
- maintaining statutory registers
- completing and filing statutory forms
- meetings and resolutions.
Maintaining statutory registers
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All companies must maintain up to date registers of their key details, which include:
The details retained within these registers would include, for example, names, addresses, dates of appointment (and resignation) and the number and type of shares held. |
Completing and filing statutory forms
Here the role of the company secretary would extend to ensuring that, for example:
- the annual accounts are filed on time at Companies House. For a private limited company, under normal circumstances, this must be within 10 months of the end of the accounting year, although from 6 April 2008 this will be reduced to 9 months
- the completion and filing of the annual return (form 363s). This is a snapshot of the general information about the company, which must be checked closely and amended if necessary, signed and dated and returned to Companies House within 28 days of the date shown on the form. If this is returned late or not returned at all, the company, its director(s) and secretary may be prosecuted
- the potential completion of over 200 forms that the company could conceivably have to file at Companies House! The most common might include:
- changes in directors, secretaries and their particulars (288)
- a change of accounting reference date (225)
- a change of registered office (287)
- allotments of shares (88(2))
- an amendment to the Memorandum and Articles of Association of the company.
Often, these forms have to be filed at Companies House within a specified deadline following the change.
Many of the more common forms that have to be, or may have to be, filed can be completed and submitted on line by first registering at www.companieshouse.gov.uk
Meetings and resolutions
Company law sets out procedures for conducting certain aspects of company business through formal meetings, where resolutions will be passed.
A resolution is an agreement or a decision taken by the directors or members. When resolutions are passed, the company is bound by them.
Here the role of the company secretary would be to ensure that proper notice of meetings is given to those who are entitled to attend and to ensure that copies of resolutions are sent to Companies House within the relevant time frame.
Notice of company meetings
Members and auditors are entitled to written notice of company meetings. The main requirements are for:
- 21 days notice for the annual general meeting
- 14 days for other meetings.
However, this does depend on the type of resolution that will be proposed at the meeting.
Resolutions
There are a number of different types of resolution that may be passed.
It is worth noting that the new Companies Act will continue to introduce a number of changes in these areas over the remainder of 2007 and 2008. We would be pleased to discuss these in more detail with you.
How We Can Help
If you would like to discuss any of the issues raised above please do contact us. We are able to provide comprehensive assistance with company secretarial matters such as:
- the maintenance and safekeeping of the company registers
- the processing and filing of minutes
- the preparation and filing of resolutions
- the completion and filing of statutory forms
- the filing of the annual accounts.
Even when the need to appoint a company secretary in a private company is abolished, there will be a number of statutory procedures that companies must continue to comply with. We would be pleased to discuss these with you.
For information of users: This material is published for the information of clients. It provides only an overview of the regulations in force at the date of publication, and no action should be taken without consulting the detailed legislation or seeking professional advice. Therefore no responsibility for loss occasioned by any person acting or refraining from action as a result of the material can be accepted by the authors or the firm.
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