Since the implementation of the Companies Act 2006, private limited companies are no longer legally obliged to appoint a company secretary, although they may still decide to do so.
Before the Companies Act became law in April 2008, all limited companies were required to appoint a company secretary, which would often have been a partner or family member.
Unless otherwise stated in the company’s Articles of Association, the only requirement of a limited company since the reforms took place is to have at least one serving company director.
What does a company secretary do?
The company secretarial role is an administrative one, and no specific qualifications are required for the role. The secretary will often ensure that the company’s legal and financial obligations are carried out on time, and take care of any company related paperwork.
Although the role of a secretary within a small limited company is likely to be fairly minimal, he or she will often be required to arrange board meetings, take care of the company’s bank account, business insurance, and other services.
The secretary will also liaise with the company’s accountants, and ensure that paperwork from the tax authorities is dealt with appropriately and in a timely manner.
The secretary will often be responsible for maintaining the company’s registered office, including updating Companies House with any changes to company personnel, the company’s registered office, or the share capital.
Significantly, however, the ultimate responsibility for fulfilling the company’s legal duties will always lie with its directors.
How do you appoint a company secretary?
To appoint, dismiss, or change a company secretary, you should submit the appropriate form to Companies House, or ask your accountant to do this on your behalf.
The relevant forms (which can all be filed online) are:
Form AP03 – to appoint a company secretary.
Form CH03 – to change a company secretary’s details (e.g. name and/or address).
You can access these, and many other popular Companies House forms here.
Form TM02 – to terminate the appointment of a company secretary.
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