A guide to company secretarial duties and responsibilities

Some information the company This must be recorded on the public register. This includes:  

• the company's annual accounts  
• the registered office address  
• details of directors, the company secretary and its members 

Generally, providing this information and ensuring it is maintained and up to date has been the job of the company secretary. Changes in April 2008 mean that some companies may not be required to have a company secretary. 

Which companies need a company secretary? 

The Companies Act 2006 does not require private limited companies (Ltd) to have a company secretary, unless there is a requirement in the companies’ articles of association. 

Public limited companies (Plc) are still required to have a company secretary. The company secretary must have the knowledge and experience to carry out the role effectively through a professional qualification, legal qualification, recent experience or other competencies. 

The company secretary is an officer of the company, which means that they may be criminally liable for company defaults. However, in any company it is the company directors who have primary legal responsibility. 

Where there is no formal company secretary, company law states that directors hold this responsibility. As a result, many private companies continue to employ a company secretary to reduce the administrative and corporate governance burdens on their directors. 

Company secretarial duties and responsibilities 

Primarily, the company secretary is responsible for reporting up to date and accurate information to Companies House. The duties of the company secretary include: 

Maintaining and updating statutory registers 

These include the registers of members, directors, charges and People with Significant Control (PSC). A person with significant control is someone who owns or controls a company, most PSCs hold more than 25% of shares and voting rights in a company and have the right to appoint or remove most of the board of directors. 

The details in these registers include and are not limited to names, addresses, dates of appointment and resignation (for directors), and for members, the number and type of shares held. Directors can choose to show a service address, but the company secretary should maintain a register of director’s residential addresses. 

The registers must be kept up to date and failure to keep the registers up to date can incur penalties. 

The registers must be made available for inspection by the public at the company's registered office or at a single alternative inspection location (SAIL).  

A private company may choose to keep some of the statutory registers on the public register at Companies House rather than at its registered office or SAIL. While this election is in force, the company does not need to keep its own separate statutory registers updated. The public can access company information through Companies House instead of visiting the registered office whilst this election is in force. 

Completing and filing statutory forms 

The company's annual accounts must be filed Companies House. For a private limited company, this is usually within nine months of the end of the accounting year. 

Companies are required to file their confirmation statement each year either online or by paper. The company must 'check and confirm' the information held at a given due date is accurate. The confirmation statement must be filed within 14 days of the end of the 'review period'. 

Changes to the way the company is organised must be reported to Companies House by the deadline of between 14 and 28 days, depending on the change. The confirmation statement cannot be used to change this information, separate forms should be used. 

Charges 

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

By registering charges on time and removing the charge from the register as soon as the loan is repaid will protect the company's credit profile. 

Meetings and resolutions 

Some aspects of company business should be set out through formal meetings where resolutions will be passed. A resolution is an agreement or decision taken by the members, and when resolutions are passed, the company is bound by them. 

The company secretary must ensure proper notice of meetings is given, minute the proceedings and ensure copies of resolutions are sent to Companies House where required and within the relevant time frame. 

Notice of company meetings 

Company members and auditors are entitled to notice of company meetings. For a public limited company (Plc), a general meeting notice of at least 14 days is needed. Notice can be in writing, by email or on a website (where certain conditions are met). A private company (Ltd) is not required to hold an Annual General Meeting (AGM), unless the company's Articles of Association make express provisions for holding AGMs. 

Resolutions 

There are two types of resolution that may be passed. In general, resolutions will be voted on by members present at a meeting. Ordinary resolutions are used for decisions unless the Companies Act or articles of association state the need for a special resolution. Written resolutions cannot be used for the removal of a director or auditor. 

• Ordinary resolutions (passed by a simple majority of the members) 
• Special resolutions (passed by a 75% majority of the members) 

Private companies can pass most decisions by written resolution, some will be at a general meeting or board meeting. 

Companies should retain copies of all resolutions. Special resolutions must be delivered to Companies House by post within 15 days of being passed. Ordinary resolutions do not generally need to be delivered to Companies House and should simply be stored in your company’s records. 

Changes to come 

Companies House announced its changes to the Economic Crime and Corporate Transparency Act (ECCTA). Some of the key changes are being introduced from 4th March 2024, others at a later date, and include: 

• Registered office addresses must be appropriate and can no longer be PO boxes 
• Subscribers to the company will need to confirm they are forming the company for a lawful purpose. The company will need to confirm its intended activities are lawful each year 
• Anyone setting up, running, owning or controlling a company will need to verify their identity, members of limited liability partnerships and anyone acting on behalf of a company will also need to verify their identity before they can file information 
• Accounts will need to be filed by software and what is included in accounts for micro entities, small, medium and large companies are changing 
• Companies will need to provide a registered email address for Companies House to use 
• Companies House fees increase from 1st May 2024 
• Companies must record the full names of shareholders in their registers, they must also provide a one-off full shareholder list 

How TaxAssist Accountants can help 

We can provide comprehensive assistance with company secretarial matters. While the need to appoint a company secretary may not be necessary, there are several statutory procedures that companies must continue to comply with. Our experts can help you keep on top of your company secretarial compliance. Call us on 0800 0523 555 or use our online contact form. 

Date published 19 Apr 2024

This article is intended to inform rather than advise and is based on legislation and practice at the time. Taxpayer’s circumstances do vary and if you feel that the information provided is beneficial it is important that you contact us before implementation. If you take, or do not take action as a result of reading this article, before receiving our written endorsement, we will accept no responsibility for any financial loss incurred.

---