Company secretarial duties

Com­pa­ny leg­is­la­tion pro­vides an oppor­tu­ni­ty for a busi­ness organ­i­sa­tion to ben­e­fit from the pro­tec­tion of lim­it­ed lia­bil­i­ty, sep­a­rat­ing the legal per­sona of the organ­i­sa­tion from the indi­vid­u­als who own and run it.

In return for this pro­tec­tion, a cer­tain amount of infor­ma­tion about a com­pa­ny must be pub­licly avail­able includ­ing, for exam­ple, the com­pa­ny’s annu­al accounts, reg­is­tered office address and details of direc­tors, its com­pa­ny sec­re­tary (if there is one) and its mem­bers. His­tor­i­cal­ly, pro­vid­ing and updat­ing this infor­ma­tion has been the job of the com­pa­ny sec­re­tary.

Do all companies need a company secretary?

Since April 2008, unless there is an express require­ment in the company’s arti­cles of asso­ci­a­tion, the Com­pa­nies Act 2006 no longer requires pri­vate lim­it­ed com­pa­nies (‘lim­it­ed’ or ‘ltd’) to appoint a com­pa­ny sec­re­tary. Even if the arti­cles do require it, it is rel­a­tive­ly straight­for­ward for the direc­tors of a com­pa­ny to amend the pro­vi­sion, sub­ject to share­hold­er agree­ment.

Although there is no require­ment for pri­vate com­pa­nies to employ a com­pa­ny sec­re­tary if their arti­cles do not require it, in prac­tice many still choose to do so. The impor­tant tasks that would nor­mal­ly fall to a com­pa­ny sec­re­tary, includ­ing share­hold­er admin­is­tra­tion and com­mu­ni­ca­tion, cor­po­rate gov­er­nance and statu­to­ry com­pli­ance must still be done. In the absence of a com­pa­ny sec­re­tary, com­pa­ny law states that direc­tors must take on this respon­si­bil­i­ty. As a result, many pri­vate com­pa­nies con­tin­ue to employ a com­pa­ny sec­re­tary in order to reduce the admin­is­tra­tive and cor­po­rate gov­er­nance bur­dens that are oth­er­wise placed on their direc­tors.

Pub­lic lim­it­ed com­pa­nies (whose names end in ‘plc’) are still required to have a com­pa­ny sec­re­tary who must have “the req­ui­site knowl­edge and expe­ri­ence” achieved by hav­ing a pro­fes­sion­al qual­i­fi­ca­tion (accoun­tan­cy or com­pa­ny sec­re­tar­i­al), a legal qual­i­fi­ca­tion, recent expe­ri­ence or oth­er com­pe­ten­cies which lead the direc­tors to believe they can act as com­pa­ny sec­re­tary.

The com­pa­ny sec­re­tary is an offi­cer of the com­pa­ny. This means that they may be crim­i­nal­ly liable for com­pa­ny defaults: for exam­ple, fail­ing to file a doc­u­ment in the time allowed or fail­ing to sub­mit the company’s annu­al return.

If your private company does not want to have a company secretary

If a pri­vate com­pa­ny decides not to have a com­pa­ny sec­re­tary then it should check its Arti­cles of Asso­ci­a­tion to ensure that its own reg­u­la­tions do not require it to appoint one. The com­pa­ny should inform Com­pa­nies House of the res­ig­na­tion of any exist­ing com­pa­ny sec­re­tary.

Where a pri­vate com­pa­ny choos­es not to have a 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 the respon­si­bil­i­ty of the com­pa­ny sec­re­tary will be car­ried out either by a direc­tor or a per­son autho­rised by the direc­tors.

The company secretary and Companies House

A com­pa­ny sec­re­tary, or in the case of a pri­vate com­pa­ny the per­son respon­si­ble for com­pa­ny sec­re­tar­i­al duties, will have reg­u­lar deal­ings with Com­pa­nies House as this is where pub­lic records about the com­pa­ny are held.

Most com­mu­ni­ca­tions with Com­pa­nies House are through Com­pa­nies House Web­fil­ing. Com­pa­nies House is mov­ing towards 100% online fil­ing and on the area of the web­site where forms are avail­able to down­load and print, there are promi­nent flags for areas that could instead be com­plet­ed elec­tron­i­cal­ly.

Company secretarial duties

The duties of the per­son respon­si­ble for com­pa­ny sec­re­tar­i­al mat­ters are not defined specif­i­cal­ly with­in com­pa­ny law but may be divid­ed gen­er­al­ly into three main areas:

• main­tain­ing statu­to­ry reg­is­ters (keep­ing the com­pa­ny’s records up to date)
• com­plet­ing and fil­ing statu­to­ry forms (keep­ing the pub­lic record up to date)
• meet­ings and res­o­lu­tions (mak­ing sure the com­pa­ny abides by both its inter­nal reg­u­la­tions and the law).

Maintaining statutory registers

All com­pa­nies must main­tain up-to-date reg­is­ters of key details. These include:

• a reg­is­ter of mem­bers
• a reg­is­ter of direc­tors
• a reg­is­ter of charges
• a reg­is­ter of Peo­ple with Sig­nif­i­cant Con­trol (PSC reg­is­ter)*.

The details in these reg­is­ters include, for exam­ple, names, address­es, dates of appoint­ment and res­ig­na­tion (for direc­tors) and for mem­bers, the num­ber and type of shares held. This is not an exhaus­tive list.

Respon­si­bil­i­ty for main­te­nance of the company’s statu­to­ry books and records is a duty that nor­mal­ly falls to the com­pa­ny sec­re­tary. It can be a time-con­sum­ing task that is often over­looked, but fail­ure to keep the reg­is­ters up-to-date can incur a penal­ty of up to £5,000.

Since Novem­ber 2025, there has been no require­ment for the reg­is­ters to be made avail­able for inspec­tion by the gen­er­al pub­lic at the com­pa­ny’s reg­is­tered office or at a sin­gle alter­na­tive inspec­tion loca­tion (SAIL), with the infor­ma­tion now only required to be record­ed at Com­pa­nies House.

A com­pa­ny may choose to keep its direc­tors’ res­i­den­tial address­es pri­vate and to record a ser­vice address for them. If so it will need to keep an addi­tion­al reg­is­ter show­ing the direc­tors’ res­i­den­tial address­es, which is not open to inspec­tion by the gen­er­al pub­lic.

* A per­son with sig­nif­i­cant con­trol is an indi­vid­ual who ulti­mate­ly owns or con­trols more than 25% of a com­pa­ny’s shares or vot­ing rights or who oth­er­wise exer­cis­es con­trol over a com­pa­ny or its man­age­ment.

Completing and filing statutory forms

The com­pa­ny must ensure that their record at Com­pa­nies House is always up to date and con­tains cur­rent details of var­i­ous statu­to­ry mat­ters.

Many of the more com­mon types of infor­ma­tion can be sub­mit­ted online by first reg­is­ter­ing at www.gov.uk. Alter­na­tive­ly, Com­pa­nies House cur­rent­ly has a series of over 100 statu­to­ry forms to allow paper fil­ing.

The com­pa­ny sec­re­tar­i­al duties would extend to ensur­ing that, for exam­ple:

• The com­pa­ny’s annu­al accounts are filed on time at Com­pa­nies House. For a pri­vate lim­it­ed com­pa­ny, under nor­mal cir­cum­stances, this must be with­in 9 months of the end of the account­ing year. A fine will be levied if the accounts are late.
• Once each year, Com­pa­nies House will send each com­pa­ny a reminder to file their ‘con­fir­ma­tion state­ment’, which replaced the old Annu­al Return, and can be filed online or by down­load­ing and com­plet­ing on paper (for a high­er fee). The com­pa­ny must ‘check and con­firm’ that the infor­ma­tion held at a giv­en due date is accu­rate. The state­ment must be filed with­in 14 days of the end of the ‘review peri­od’ and the due date will be spec­i­fied on the reminder; if it is returned late or not returned at all, the com­pa­ny, director(s) and sec­re­tary (if appoint­ed) may be pros­e­cut­ed. This con­fir­ma­tion state­ment replaced the annu­al return from June 2016 and com­pa­nies are per­mit­ted to file them more often than annu­al­ly if they wish, though they would still only pay a fee annu­al­ly (rather than every time they file).
• All changes to the way the com­pa­ny is organ­ised need to be noti­fied to Com­pa­nies House with­in a spec­i­fied peri­od of between 14 and 28 days, depend­ing on the change. The annu­al con­fir­ma­tion state­ment can­not be used to change this infor­ma­tion and a sep­a­rate form should be used. The most com­mon forms include:
  • changes in direc­tors, sec­re­taries and their par­tic­u­lars
  • a change of account­ing ref­er­ence date
  • a change of reg­is­tered office
  • allot­ments of shares.
• If a com­pa­ny does not com­plete its con­fir­ma­tion state­ment, the Reg­is­trar might assume that the com­pa­ny is no longer car­ry­ing on busi­ness and take steps to strike it from the reg­is­ter.
• An updat­ed ver­sion of the com­pa­ny’s Arti­cles of Asso­ci­a­tion is filed when­ev­er a change is made.
• The rules relat­ing to the PSC reg­is­ter have already changed since this reg­is­ter was intro­duced. Ini­tial­ly, com­pa­nies could update the pub­lic ver­sion of their PSC reg­is­ter annu­al­ly as part of their con­fir­ma­tion state­ment, but now each change has to be updat­ed on the reg­is­ter with­in 14 days and noti­fied to Com­pa­nies House with­in a fur­ther 14 days.

Charges

When a com­pa­ny gives secu­ri­ty for a loan, either the lender or bor­row­er should noti­fy Com­pa­nies House with­in 21 days by fill­ing in the appro­pri­ate form and pay­ing the statu­to­ry charge. With­out time­ly reg­is­tra­tion the charge will be void — that is, the loan will still be repayable but the secu­ri­ty giv­en will not be valid.  This does not apply to prop­er­ty acquired which is sub­ject to a charge.

Good com­pa­ny sec­re­tar­i­al prac­tices ensure that any charges cre­at­ed are reg­is­tered and that the com­pa­ny’s cred­it pro­file is pro­tect­ed by remov­ing the charge from the reg­is­ter as soon as the loan is repaid.

Meetings and resolutions

Com­pa­ny law sets out pro­ce­dures for con­duct­ing cer­tain aspects of com­pa­ny busi­ness through for­mal meet­ings where res­o­lu­tions will be passed. When res­o­lu­tions are passed, the com­pa­ny is bound by them (a res­o­lu­tion is an agree­ment or a deci­sion tak­en by the mem­bers).

Here the com­pa­ny sec­re­tar­i­al role would be to ensure that prop­er notice of meet­ings is giv­en to those who are enti­tled to attend, to minute the pro­ceed­ings and to ensure that copies of res­o­lu­tions which affect the way the com­pa­ny is run are sent to Com­pa­nies House with­in the rel­e­vant time frame.

Notice of company meetings

Mem­bers and audi­tors are enti­tled to notice of com­pa­ny meet­ings. For a pri­vate lim­it­ed com­pa­ny, a gen­er­al meet­ing notice of at least 14 days is need­ed. Notice can be in writ­ing, by email or by means of a web­site (if cer­tain con­di­tions are met). How­ev­er, a pri­vate com­pa­ny is no longer required to hold an Annu­al Gen­er­al Meet­ing (AGM), unless the com­pa­ny’s Arti­cles of Asso­ci­a­tion make express pro­vi­sions for hold­ing AGMs.

If an exist­ing com­pa­ny with an exist­ing express pro­vi­sion for an AGM wish­es to abol­ish this require­ment, it will need to change its Arti­cles by spe­cial res­o­lu­tion.

Resolutions

There are two types of res­o­lu­tion that may be passed: ordi­nary res­o­lu­tions (passed by a sim­ple major­i­ty of the mem­bers) and spe­cial res­o­lu­tions (passed by a 75% major­i­ty of the mem­bers). In gen­er­al, res­o­lu­tions will be vot­ed on by any mem­bers present at a meet­ing.

Pri­vate com­pa­nies can make most deci­sions by writ­ten res­o­lu­tion. Such a res­o­lu­tion does not require a hard copy and can be passed by email. These res­o­lu­tions, how­ev­er, need to be passed by a major­i­ty of all mem­bers of the com­pa­ny, not just by those who return the vot­ing form!

It is impor­tant that com­pa­nies retain copies of all impor­tant deci­sions tak­en in the man­age­ment of the com­pa­ny where they are tak­en at a meet­ing or by writ­ten res­o­lu­tion. Where these deci­sions change the way a com­pa­ny is run, a copy needs to be filed at Com­pa­nies House.

Keeping your public record safe

Com­pa­nies House has recent­ly report­ed increas­ing lev­els of fraud­u­lent fil­ing of infor­ma­tion. A favourite ploy is to change the com­pa­ny’s reg­is­tered office by sub­mit­ting the appro­pri­ate form to Com­pa­nies House. Once this has been accept­ed, the fraud­sters can change direc­tors or file false accounts with­out the com­pa­ny hav­ing any idea that they have been hijacked! They can then buy goods or obtain cred­it based on this false infor­ma­tion.

Com­pa­nies House is keen for com­pa­nies to file their infor­ma­tion online. This can be a very secure method, par­tic­u­lar­ly if the com­pa­ny signs up for the enhanced secu­ri­ty arrange­ments offered by their PROOF (pro­tect­ed online fil­ing) sys­tem, which pre­vents the paper fil­ing of cer­tain forms.

Changes to come

The gov­ern­ment pub­lished a white paper at the end of Feb­ru­ary 2022 set­ting out its posi­tion on reform­ing Com­pa­nies House ahead of intro­duc­ing leg­is­la­tion into Par­lia­ment. The key changes pro­posed includ­ed expand­ing the role of the Reg­is­trar in order to main­tain the integri­ty of infor­ma­tion held on the pub­lic reg­is­ter, the intro­duc­tion of iden­ti­ty ver­i­fi­ca­tion for those form­ing, man­ag­ing and con­trol­ling com­pa­nies and improv­ing the finan­cial infor­ma­tion that is avail­able, includ­ing the require­ment for iXBRL tag­ging of accounts being filed and the removal of the abil­i­ty for small com­pa­nies to file abridged or filet­ed accounts.

The Eco­nom­ic Crime and Cor­po­rate Trans­paren­cy bill achieved Roy­al Assent on 26 Octo­ber 2023 and the first of the mea­sures in the Act were intro­duced in Spring 2024. Fur­ther changes have been either imple­ment­ed or timeta­bles announced since then, with many of the changes need­ing sys­tem devel­op­ment and/or sec­ondary leg­is­la­tion before they’re intro­duced. Once all the last of the mea­sures have been imple­ment­ed (which is antic­i­pat­ed to be in 2027), they should lead to improved trans­paren­cy and more accu­rate and trust­ed infor­ma­tion on the reg­is­ters.

One of the most impor­tant reforms for com­pa­ny sec­re­taries to take notice of is the require­ment for any­one act­ing on behalf of a com­pa­ny, in par­tic­u­lar to make fil­ings, to ver­i­fy their iden­ti­ty in order to con­tin­ue to inter­act in that capac­i­ty with Com­pa­nies House, this was rolled out vol­un­tar­i­ly from 8 April 2025 but a manda­to­ry ver­i­fi­ca­tion process is planned some­time after Novem­ber 2026. Such indi­vid­u­als will need to ver­i­fy their iden­ti­ty either direct­ly with Com­pa­nies House or via an Autho­rised Cor­po­rate Ser­vice Provider (ACSP).