A guide to company secretarial duties and responsibilities

What is a company secretary?  

Traditionally,  ensuring the public registers held by Companies House are maintained and up to date has been the job of the company secretary. In large companies, the company secretary is a senior position, advising the board of directors and has a crucial role in corporate governance. 

Which companies need a company secretary? 

The Companies Act 2006 removed the requirement for private limited companies (Ltd) to have a company secretary unless there is a requirement in the company’s articles of association to have one.  

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.  

What are the core company secretarial duties and responsibilities?

The duties of the company secretary include the following matters: 

Maintaining and updating statutory registers 

These include the registers of members, directors, charges and People with Significant Control (PSC). A PSC is someone who owns or controls a company. Most PSCs hold more than 25% of the 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 but are not limited to:

• Names
• Addresses
• Dates of appointment and resignation (for directors)
• The number and type of shares held by members

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).   

In the past, a private company could choose to keep some of the statutory registers on the central register at Companies House rather than at its registered office or SAIL. This was abolished on 18th November 2025. Any company which previously held details of its secretaries, directors or PSCs on the central register must now hold those registers in-house and file a one-off full list of shareholders with their next confirmation statement.

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, using software or by paper form. 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 for e.g. an allotment of shares or a cancellation of shares.  

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 you 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, 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 limited company 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 different 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 (which do not require a formal meeting to take place) 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) 

• Written resolutions (must be circulated to all eligible members and are passed by a simple majority) 

• Board resolutions (passed by a simple majority of the company’s directors, and not members) 

Private companies can pass most decisions by written resolution. 

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. 

What is a company secretary’s role in corporate governance? 

Regulatory compliance 

Company secretaries have a key role in ensuring the company complies with all relevant regulatory requirements and keeping up to date with regulatory rule changes.  

Advising the board on corporate governance  

The company secretary supports transparency and accountability in company decision making. They are often the link between shareholders, directors, and regulatory authorities and advise the board of directors on actions they must take to remain compliant. 

What are the Companies House reforms?

Companies House announced a set of significant reforms which flow from the  Economic Crime and Corporate Transparency Act (ECCTA). Some of the key changes were introduced from 4th March 2024, with further changes taking place over time. 

Noteworthy changes include the requirement for directors and PSCs to verify their identities to help prevent criminal use of Companies House, and the closure of the Company Accounts and Tax Return service as software options for filing documents have improved and become accessible to the unrepresented companies the service was originally aimed at. 

For more information on the reforms, see our article here. 

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. 

Last updated 25 Feb 2026 | First published 19 Apr 2024

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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.

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