A company secretary helps organise the company’s formal administration. A private limited company does not normally have to appoint one, although its articles of association may require it. Public companies have different requirements.
Whether you appoint a secretary or share the tasks between other people, the work still needs a clear owner. Directors retain responsibility for meeting the company’s obligations.
Agree the role
Set out the duties, authority and reporting arrangements clearly. In a private company, the role often combines record keeping, organising meetings and co-ordinating filings.
The appointment should reflect the skills needed for the work. Check the GOV.UK guidance on directors and company secretaries when deciding on the arrangement.
Organise records and filings
Typical responsibilities include:
- Maintaining the company records required by current rules.
- Preparing and submitting statutory information on time.
- Co-ordinating the circulation of accounts and other documents.
- Recording decisions and retaining meeting minutes.
- Arranging notices of meetings and the filing of relevant resolutions.
- Handling requests to inspect records where access rights apply.
Keep a diary of deadlines and make sure changes in company information reach the person responsible for filing them.
Support meetings and decisions
Good administration makes it easier to show what was decided and who approved it. Keep records of directors’ and members’ meetings, and follow the company’s articles when organising decisions.
If the company uses a seal, agree who is responsible for its custody and use.
Understand the limits of delegation
Appointing a secretary does not transfer all responsibility away from directors. Equally, a secretary should not assume that administrative defaults can never create personal consequences.
Review the current company administration guidance and agree when professional advice is needed. Clear responsibilities and timely information are more reliable than leaving everything until a filing deadline.