Company Secretarial Duties

Do All Companies Need a Company Secretary?

As of 6 April 2008, The Companies Act 2006 has allowed private companies (Ltd) to decide whether to have a company secretary or not. All private companies will, regardless of their decision, have to comply with certain statutory requirements.

Public limited companies (plc) must still have a company secretary with specialist knowledge of company law.

The Company Secretary and Companies House

Legislation requires that certain information about a company must be publicly available, for example, details of directors, annual accounts, registered office address and details of members.

The company secretary, or the person responsible for company secretarial duties, will have to file these details at Companies House.

Where There is No Company Secretary

Any item that would normally be sent to the company secretary is treated as being sent to the company. Any duties which would normally be carried out by the company secretary will be carried out by a director or a person authorised by the director.

How Should the Company Secretary be Appointed?

To appoint a new director or secretary, you need to complete Form 288a.

To notify changes to the particulars of the company directors or secretary, you need to complete Form 288c.

When a director or company secretary resigns, you need to complete Form 288b.

The Status and Liability of the Company Secretary

The company secretary is an officer of the company and can be held criminally liable for defaults committed by the company, such as, failure to file in the time allowed or failure to submit the company’s annual return.

Company Secretarial Duties

These fall into three main areas:

• maintaining the statutory registers
• completing and filing statutory forms
• meetings and resolutions

Completing and filing statutory forms

Duties would extend to ensuring that, for example:

• the annual accounts are filed at Companies House by the statutory deadline.
• the annual return (form 363s) is completed and filed by the statutory deadline. Failure to meet the deadline could lead to the prosecution of the company, or its directors or secretary.
• Any forms required to be filed at Companies House, such as:
  • Changes of directors, secretaries and their particulars Form 288
  • Change of accounting date Form 225
  • Change of registered office address Form 287
  • Allotments of shares Form 88(2)
  • Amendment to the Memorandum and Articles of Association of the company

Generally, these forms have to be filed at Companies House by a specified deadline.

Many of these forms can be completed and submitted on line by first registering with Companies House.

Meetings and resolutions

There are agreed procedures for conducting 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 which binds the company.

The company secretary, or person assuming authority for that role, would be responsible for ensuring that proper notice of meetings is given to those entitled to attend and to file copies of any resolutions with Companies House by the statutory deadlines.

Notice of company meetings

For a general meeting, at least 14 days notice must be given, either in writing or by email.

Resolutions

There are a two types of resolution that may be passed:

• • • • ordinary resolutions which require a simple majority of the members, or
      • special resolutions which require a 75% majority of the members

Public company or private company with an appointed company secretary

If your company has a company secretary appointed, they will have the following duties laid down by the Companies Act 2006:

• • • • Duty to keep a register of secretaries
      • Duty to notify the registrar of any changes.

How Can We Help?

We are able to provide assistance with all company secretarial matters, such as:

• • • • • • Completion & submission of the annual accounts
          • Completion & submission of statutory forms
          • Keeping the company registers
          • processing and filing of minutes
          • preparation and filing of resolutions

Even if you decide not to appoint a company secretary, there are still responsibilities that need to be complied with and we would be delighted to discuss these with you.

For information of users: This material only provides an overview of the regulations. No action should be taken without seeking professional advice. No responsibility for loss occasioned by any person acting or refraining from action as a result of the material can be accepted by the firm.