This package is primarily designed to help director(s) keep companies fully compliant with the law. Our nominee secretary services are charged annually, and must be renewed each year.
With this option we will provide the following service:
Maintaining the statutory registers;
Monitoring changes in share ownership;
Ensuring that the company files statutory information promptly;
Keeping, arranging the keeping of copies of all resolutions of members; and much more.
£150.00
Annual fee £150.00
This is the basic nominee secretary package with additional signed documents. Our nominee secretarial services are charged annually, and must be renewed each year.
This nominee secretary offer includes all services mentioned in the first option, plus:
The nominee secretary's signature on documents;
The preparation of a letter relating to the opening of a bank account;
The nominee secretary's signature on banking forms.
£250.00
Annual fee £250.00
This is one of our very popular nominee secretary packages; with this option, we will file the company annual return, and pay the government filing fees for the submission of annual return.
The third option includes all benefits & items mentioned in the second option, plus:
Providing the notice of the general and/or an extraordinary meetings;
Sending forms & resolutions to the Companies House and HMRC;
Supplying a copy of the annual return to every member of a company.
£400.00
Annual fees from £400.00
This is our the MOST POPULAR nominee company secretarial service package, which includes the preparation of the annual return, submission of the annual account, and dedicated administrator.
The fourth option includes all benefits & items mentioned in the third option, plus:
The preparation and submission of the annual return & annual account with Companies House and HMRC;
The dedicated administrator based in our office in London;
The preparation of the minutes of an annual general meeting.
Further Information
The role of company nominee secretary in small business, nominee secretarial service, nominee directorship, every company is obliged to appoint company secretaries: Coddan provides nominee secretary for private limited company, nominee secretarial service to start small-business - online UK limited company formation with nominee secretary & nominee directors, nominee shareholders for limited company registration in the United Kingdom. What is a company secretary, describe the role of the company secretary, responsibilities of company secretary, responcibilities of nominee secretary company, the corporate secretary of a company, a company secretary, company secretarial services, nominee company secretary jobs, nominal company secretary recruitment, companies house requirements, nominee company secretaries, and responsibilities of company secretary. Nominee secretaries do not usually have a active role or function in the actual business of the UK limited company. It is normal for the nominee secretary to render a charge for lending his or her name to the organization, the nominees service is primarily designed keep non-trading companies fully compliant with the law - when trading commences the service can be upgraded to include the accountancy with bookeeping and other relevant nominal services. Appointment of nominee company secretary for private limited companies on an annual basis - this service is provided for signatory purposes only and is ideal for sole-traders and overseas based clients when a permanent UK based company signatory is required to sign documents at short notice. Nominee secretary service for companies formation worldwide, comply with the Companies House requirements and incorporation regime. Company formations in the UK are usually completed in few hours using the Companies House online registration services, nominee company secretary appointment for private limited companies, nominee company secretarial service with the UK Companies Registrar. The main nominee corporate secretary responsibilities: maintaining the corporate statutory registers, monitoring changes in share ownership of the private company, ensuring that the company files statutory information promptly, providing members and directors with notice of general meetings; organising, preparing agenda for, and taking minutes of, meetings; dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people. Providing nominee members with proposed written resolutions and auditors with any passed resolutions, sending copies of resolutions and agreements to Companies House, supplying a copy of the accounts to every member of the company with HMRC, every debenture holder, and every person who is entitled to receive notice of general meetings. Arranging the general meeting and co-ordinating production of the annual report, keeping or arranging for the keeping by nominee secretary, copies of all resolutions of limited company members passed otherwise than at general meetings, minutes of all proceedings and general meetings. Ensuring that people entitled to do so can inspect company records, monitoring changes in relevant legislation and the regulatory environment and taking appropriate action; developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements. Custody and use of the company seal. Companies no longer need to have a company seal, but if they do, the secretary is usually responsible for its custody and use. Legal secretary, nominee secretary of defence, secretary of state companies registrar, secretary of treasury, secretary of state office starting small business, legal nominee secretary jobs, USA secretary of state, office secretary, executive secretary, nominee secretaries and nominee company administrators. As company secretary, you act as the chief administrative officer of the company. Your duties will be defined in your contract of employment, but normally include responsibility for fulfilling some specific obligations imposed under the Companies Act. You are normally appointed by the directors. The company secretary may delegate work to a third party, but remains responsible and must check and sign various paperwork. You can use a professional chartered secretary, the company's accountant but not auditor, a solicitor or another provider of company secretarial services.
With this nominee secretarial option we will provide the following service: maintaining the statutory registers, keeping, or arranging for the keeping, of copies of all resolutions of members passed otherwise than at general meetings, minutes of all proceedings and general meetings. Monitoring changes in share ownership of the company, ensuring that the company files statutory information promptly, ensuring that people entitled to do so can inspect company records. Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action, developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements. This package is also includes the nominee secretary's signature on documents and preparation of a letter relating to the opening of a business bank account. If you have employed a nominee director to administer your offshore company, you will almost certainly come across a Management agreement of one kind or another; in fact, you will probably have to sign one before the actual incorporation of your offshore company. A nominee management agreement is a contract between yourself the beneficial owner of your offshore company and your company's nominee administrator. For all intents and legal purposes, a nominee management agreement seeks to relieve the nominee director from all liabilities for your company's secretary's affairs. Why use independent director service? For those who want additional privacy and their name not appearing on the articles of incorporations or initial/annual lists that are filed with the Nevada Secretary of State. The nominee service can be used for corporations or limited liability companies, we can be your nominee director and/or officer president, treasurer, secretary in your corporation, we can be your nominees manager in your limited liability company, you have to choose to have your company managed by managers when setting-up an LLC). You will nominee us as director/manager for your corporation. In the time we will hold the function we will file Initial annual list of officers mangers or file for company EIN, company registration about the minimum number of officers you need to setting up a company, the importance of a company secretary, what is a company secretary, secretary requirements, registering a company, the company director, company registry: about the role of a company secretary. How to form a company the typical duties of the company secretary, how do the roles of a company director and company secretary differ? How to register a new limited company - breakdown of the company secretary role and responcibilities, company registration agent suggests custody and use of the company seal, company law about the common seal, register a UK company & about an official seal for use abroad. About failure to carry out some of corporate secretarial duties, Companies House & the typical company secretary work activities, Companies Registrar the work of a company secretary, starting a charitable entity - the charity secretaries. Incorporate a company in the UK: supporting the board of directors, running a UK registered private company functioning of the board of directors, creating and running a UK incorporated company compliance. UK company formation: nominee secretarial service options, limited liability company registration & nominee service how can we help you? Establish a limited company online - companies incorporation with nominee service, create a company with nominee secretary, establish a limited company with nominee secretarial, register a private limited company with nominee secretary, incorporate an LTD company with nominee secretary provision. Companies formation services in the UK live help, UK companies registrar agent money and payment policy, establish and register an LTD company post-incorporation services, creating and registering a limited company online: does a company secretary have any powers? Establisn an LTD private company: must a secretary also be a natural person or can they be a corporate? Companies registrar online will directors still have to provide their residential address to Companies House? Incorporate online what does the introduction of service address mean for directors? Which directors addresses will not be provided to credit reference agencies, open a firm or business in the UK will there be a minimum and maximum age for directors? Starting a limited company in England, Wales, Scotland and Ireland can the company just have a sole director and no secretary? When will it be possible for a company to be relieved from the statutory obligation to allow anyone access to its register of members? About you officers responsibilities, about the nationality and immigration status of company officers, board meetings, post-meeting duties, annual general meetings, other duties and dividends.
With this corporate secretarial option we will also provide the following service: providing members and directors with notice of general and extraordinary meetings, sending copies of resolutions and agreements to Companies House, and supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings. Maintaining the statutory registers, keeping, or arranging for the keeping, of copies of all resolutions of members passed otherwise than at general meetings, minutes of all proceedings and general meetings, monitoring changes in share ownership of the company. Ensuring that the company files statutory information promptly, ensuring that people entitled to do so can inspect company records, monitoring changes in relevant legislation and the regulatory environment and taking appropriate action. Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements. This service covers the cost of reasonable handling of official company documents, which will be sent via standard post, but does not include the handling of general trading or banking correspondence, nor the use of express or courier services. Company formations should be quick and painless - whether you are an accountant for whom company formation is a frequent activity or an individual ordering your first company registration. We were the first incorporation agent in the world to offer a complete online company set-up service and we continue to refine our ordering system, which has been widely praised for ease of use. Forming a limited company with us could not be easier. Our simple online company establishment service carries out your limited company incorporation the way you want it, with your chosen nominees and nobody else. Coddan is an online resource providing electronic filing corporation services and business products for use in the UK. Our objectives are to provide a simple cost effective service for registering new companies as well as providing value added business products and services from company stationery and search engine optimization guides to business templates and forms. Offshore company registration, setting business offshore in Seychelles & offshore international banking and debit cards. Offshore company formation, zero-tax-jurisdiction companies incorporation in most low-tax jurisdictions: Cyprus, Gibraltar, Isle of Man, Guernsey, Jersey, Panama, Belize, Bahamas, Nevis, Hong Kong, etc.
Whether you are starting your own small business or opening a branch office for a major corporation we will make the process fast and simple for you. Your Office USA offers an array of workplace solutions to support your office needs - from full service offices to telephone answering services, conference rooms, and full receptionist & administrative support services. There is so much for a new entrepreneur to learn and no time to do it. With no spare time and too many demands, it is easy to lose sight of the big picture. Here are five steps that will help you successfully move from startup to successful business. Hire a virtual secretary. Most small-business owners are so busy multitasking their primary responsibilities that keeping on top the small stuff - like answering the phone: can be a challenge. So most new business owners set up voicemail boxes to answer their calls. But this can result in a major loss in business: In a world full of new technology, customers appreciate personal attention. Impatient and demanding, they want to hear a human voice on the other end of the line, someone who can answer their questions or take their order immediately. And remember, if you don't answer, someone else will. Nominee secretaries do not usually have a active role or function in the actual business of the company. It is normal for the nominee secretary to render a charge for lending his or her name to the organization. It cannot be a PO Box numbered address. It must be an address in England and Wales for a company incorporated there, if incorporated in Scotland then the registered office address must be in Scotland. Another legal requirement of a limited company is the appointment of a company secretary. If the company has only one director then another person must be appointed as the company secretary. Their main role is as a signatory for bank mandates, lease and mortgage paperwork. Traditionally, and in larger organizations, their role is to prepare and complete the annual return form and accounts for the company; however, the full obligation for this lies with the corporate director. The role of company nominee secretary in small business, nominee secretarial service, nominee directorship, every company is obliged to appoint company secretaries: Coddan provides nominee secretary for private limited company, nominee secretarial service to start small-business - Online UK limited company formation with nominee secretary & nominee directors, nominee shareholders for company registration in the United Kingdom. We are pleased to be able to include company maintenance, company secretarial services, international accounting services and offshore company registration. Business start-up: appointing the companies secretary, every company is obliged to appoint a corporate secretary, role, functions, obligations, responsibilities and liabilities of company secretaries. The directors of public and private limited companies are legally required to appoint a company secretary, setting-up company in England. Coddan provides nominee company secretary, company secretarial service, nominee secretaries London, secretary benefits. London company formations agent providing Scottish company registration online. This section is about British company secretary role, benefits, appoint company secretary, duties secretary, annual return, company management, corporate governance, nominees signing contracts, nominee director, beneficiary anonymous, privacy solutions, power attorney, declaration trust, trustee relation, Edinburgh company administration, Glasgow company management. United Kingdom and Great Britain company registration. The Edinburgh, Glasgow and Liverpool company secretary acts as the chief administrative officer and is responsible for a broad range of corporate governance duties answerable to Companies House. What does a company secretary do? As a statutory office holder, the company secretary is uniquely placed to influence corporate governance programs. An overview of the typical role and responsibilities of a company secretary within a small business starting-up. A company secretary manages the processes involved with developing and implementing company legislation, regulation and best practice. 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Nominee secretarial service: what are the advantages to appoint a nominee secretary or a nominee director? Appointment of a nominal company secretary for a private limited company: aince 6 April 2008, private limited companies have not been obliged to appoint a company secretary unless the company's articles contain a reference to the company having a secretary. However, existing private limited companies may retain a company secretary if they wish and newly established companies can opt to appoint one. If you 're running a public limited company you must by law have a company secretary. The company secretary usually acts as the chief administrative officer of the company, leaving the directors free to concentrate on running the business. The company secretary doesn't have to be a director but they do share some of the directors' legal responsibilities. However, ultimate responsibility for ensuring the company is properly administered remains with the directors. If the secretary is not a director, he or she is still is an officer of the company and is responsible for its actions (with the exception of the companies accounts, which are the personal responsibility of the directors). A company secretary manages the processes involved with developing and implementing company legislation, regulation and best practice. Working in a wide range of sectors, they are responsible for ensuring that board members are properly advised of their responsibilities by co-ordinating the proper and efficient flow of information to them. They are closely involved in the decision-making process, frequently ensuring the implementation of board decisions. The company secretary should keep the company seal, copies of share certificates, company registers, and letters of allotment, the memorandum and articles of association, and the certificate of incorporation for members or public inspections. He or she should also arrange and provide notice for company meetings, the annual general meeting, and meetings of company directors. Where a company secretary enters into a contract on behalf of the limited company, he or she should make it clear that he or she does so as a company's agent, thereby avoiding personal liability. Making sure that all company secretarial duties are performed correctly will keep you out of trouble with Companies House and other related parties. It will also ensure that actions are taken that ultimately reduce the business and personal tax burdens. Our nominee secretary takes the pressure off busy directors and members, enabling clients to balance regulatory requirements with other business priorities. Our nominee secretary service is ideal for one-man (one-person) companies where the director does not wish to appoint family members or friends as a secretary or for companies coming to market who wish to minimise internal resource requirements and manage regulatory obligations. If you are interested in company nominee secretarial services, please contact us by phone or via e-mail.
Coddan offers fixed fee for the complete UK private limited company formation with the registered office address in London & company's secretarial compliance service.
The description of our package in brief:
A company registration with Companies House;
The provision of a registered address & opening a bank account;
The company's secretarial compliance service.
The private limited company formation package for non-UK customers comes with the registered office address in London and the company's secretarial compliance service.
Our business and accounting start-up services include:
The registration of a company;
The registered office address;
Two printed & laminated certificates of incorporation;
Two printed & hard bound copies of the memorandum & articles of association;
Two printed & hard bound copies of the registers;
Two elegant printed shares' certificates, etc.
BEST-SELLING
This is the basic nominee secretary package with additional signed documents. Our nominee services are charged annually, and must be renewed each year.
The formation of a company & and the provision of registered office address in London.
The provision of a nominee secretary & signing bank forms.
The preparation of a letter relating to the opening of a bank account.
The monitoring of changes in share ownership.
Ensuring that the company files statutory information promptly.
Company Registration: About the Minimum Number of Officers You Need
A private company limited by shares in England or Wales must have at least one director, one shareholder, and may have a secretary. You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary. A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director. The directors and secretary of your company can also be shareholders.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts). Nevertheless, this general proposition may be subject to any applicable foreign investment rules which may apply from time to time.
It is a criminal offence to appoint a non-existent, not permitted for use or fake details for the company' officers appointments.
Setting Up a Company: The Importance of a Company Secretary
It was a legal requirement to appoint a company secretary before the introduction of the Companies Act 2006. Now that it is no longer a requirement, many companies make the mistake of thinking that a company secretary is not necessary, which is not the case. People tend to overlook and in turn, underestimate the duties of a company secretary.
The word secretary carries with it many connotations that seem daunting, which may be a reason why directors neglect the role of appointing a company secretary in the first place. However, this does not change the responsibilities that companies adhere to and the tasks that secretaries must do. In the majority of instances, companies will not appoint a secretary, and if they do, the director often adopts the role additionally.
By performing two roles in a company, this may affect your business as the likelihood of forgetting to conform to certain obligations rises. There is also the issue of additional stress that will apply to the person undertaking the extra role, and this may affect their duties all-round. The aim of this page is to explain at length what a company secretary does, and to show the vast implications the absence of a secretary can have on your company.
We will also demonstrate how having a company secretary can greatly affect the progress, efficiency, and overall success of your company, and be an asset – rather than a hindrance – to your business.
Important Tips:
Company secretaries are also frequently involved with making sure the company is legally compliant in areas such as health and safety and data protection. They are also often asked to sign leases on behalf of the board or act as a signatory more generally & may also get involved in negotiations with outside advisers, including accountants and lawyers. If a company has a company secretary, directors will usually delegate their responsibility for ensuring sending up-to-date information to Companies House to the secretary.
While the Companies Act does not specify the role of the secretary, their duties are often determined in the employment contract. The secretary is responsible for filing annual returns and other statutory company documentation, and assuring that Companies House is aware of any changes to the company structure, including the addition or subtraction of members and the changes of registered office address. Individuals can complete many of these tasks by visiting the Companies House website, using their webfiling system.
What is a Company Secretary: Secretary Requirements
Companies should state the specific requirements for the appointment and termination of the company secretary in the company’s memorandum and articles. If the secretary also happens to be an employee, then this may affect the regulations regarding their departure or induction in the company. A company will need to alert Companies House of any termination or appointment of a company secretary within 14 days of the event occurring.
For a normal limited company, there is no nationality, gender, or educational requirements regarding the appointment of a company secretary. However, it is adviseable that anyone who wishes to become the company secretary should be competent and knowledgeable of all the tasks and responsibilities expected of them. This is paramount to your company, as neglecting to fulfil certain aspects of the role can lead to severe fines.
For a public limited company (PLC), the company secretary requirements are very different, as are the general legal requirements. For example, a PLC must have at least two directors, but the secretary must be extremely well qualified. He or she must have held the office or been secretary of a public company for between three and five years before appointment, or be a barrister, or a solicitor in the UK. Another requirement a company secretary can have is to be a member of: -
The Institute of Chartered Accountants in England and Wales;
The Institute of Chartered Accountants of Scotland;
The Institute of Chartered Accountants in Ireland;
The Institute of Chartered Secretaries and Administrators;
The Association of Chartered Certified Accountants;
The Chartered Institute of Management Accountants; or
The Chartered Institute of Public Finance and Accountancy.
Company Registry: About the Role of a Company Secretary
Useful Tips:
The company secretary usually acts as the chief administrative officer of the company, leaving the directors free to concentrate on running the business. The company secretary does not have to be a director but they do share some of the directors' legal responsibilities. You can delegate secretary work to an outside expert - for example, a company secretarial service provider. Contact us to see how we can assist you.
Company secretaries are usually required to perform several duties to ensure the continuity of the company member details, and to prevent the business from being penalised. A staple of their job is also to ensure that they prevent fines incurring. Therefore, it may be required for the company secretary to maintain the company register, which covers all members such as directors and secretaries, and the register of director's interests. The more common duties include filing the annual returns and any other documents that may be required, including preparing resolutions and legally amending company details. In some instances, a company secretary may also have to take the minutes of meetings.
It is important to remember that there is no determined list of duties for the company secretary to fulfil. Accordingly, they may also be obliged to take up other tasks such as registering the company for VAT, helping to set up pensions and insurance for employees of the company, and any other paperwork tied up with the place of business (such as building insurance etc). There are many types of insurance for businesses to be aware of, especially regarding the premises or place of work. It is usually the priority of the secretary to ensure that all relevant forms of insurance to prevent damages occurring cover the place of business.
In short, the company secretary is responsible to ensure that everything runs smoothly in the other areas of business that the company director is not involved with; these are usually administrative duties. The secretary will often lease and correspond with the relevant governing authorities, whether it is HMRC or Companies House, for any information or assistance they need. In theory, the company secretary become like the spokesperson of the company.
It is beneficial for the secretary to know about aspects of conduct and general employment laws, as they will need to maintain their business and ensure that there is no risk of any breaches in the law for the good of the employees, clients, and the company as a whole.
In smaller firms, the company secretary may handle menial accountancy tasks in order for the company to comply with statutory laws. The secretary may be the source of information on behalf of the company regarding matters to do with appropriate governing laws, and should always be the oracle of knowledge, keeping updated with any changes in the company law.
When companies hold board meetings, the company secretary will be responsible for typing agendas and minutes of meeting, which they will do by liaising with company directors and shareholders, and then preparing the information in accordance with their discussions. If there needs to be a vote on a particular matter, it is the job of the company secretary to ensure that the board conducts it in a lawful and organised way, to prevent any discrepancies.
The secretary will usually be responsible for drafting any letters, faxes, or important e-mails. Preparing annual reports, dealing with transfers of share-holdings, and communicating with shareholders is an essential part of the role. In accordance, the secretary may also need to monitor the activity of the shareholders, and arrange payment for dividends. Companies need to comply with due diligence when the circumstances arise. This is a legal requirement to obey the Anti-Money Laundering Legislation 2007. Essentially, it is the secretary's responsibility to ensure that the company adheres to this legislation.
In some corporate structures it may be necessary to have the secretary dealing with matters regarding the registered office, such as signing for and maintaining any post, or ensuring that the company's documents are in order for any public inspections. In this regard, the secretary would be responsible for insuring that the company name and seal (where necessary) is clear on all official documents on behalf of the company; this preserves the company identity.
Penalties for Late Filing:
If you miss the deadline, the longer you delay, the more you will have to pay. One day late - a penalty of £100. This applies even if you have no tax to pay or have paid the tax you owe. Three months late - £10 for each following day - up to a 90-day maximum of £900. This is as well as the fixed penalty above. Six months late - £300 or 5% of the tax due whichever is the higher. This is as well as the penalties above. 12 months late is £300 or 5% of the tax due, whichever is the higher. Contact us to see how we can assist you.
There is no defined set of secretary duties in the Companies Act, because the secretary adapts to the role depending on the size and type of the business, thus making it individual to each company. Therefore, while a person undertaking the role of a company secretary may think they only need to do the statutory roles such as annual returns, they may also find themselves performing numerous administrative chores, especially within the smaller businesses. You may not have the funds to pay for an expensive accountant service, and the duty will then usually fall onto the company secretary to prepare the annual accounts.
One must not rule out that a person acting as company secretary may not be qualified to complete many of the proposed tasks. The individual person’s qualifications and capabilities ultimately determine the range of duties that the secretary is able to perform. For this reason, it is useful to appoint an individual that is versatile and willing to learn new skills that could be detrimental to the company in question. The company secretary can act as a signatory on behalf of the company for any documents that require it, such as resolutions.
The secretary performs a vital role in any company. From the outline above, we can see that the secretary is responsible for a considerable amount, and secretaries for small businesses usually harbour even more duties and carry a great deal more stress. That is why this is important for people to realise that while they may be able to perform two roles within a company, such as director and secretary, it is generally easier (and in the majority of cases better for the company) to have two separate people that can do this.
By taking into consideration the full extent of the secretary's role, this will better prepare you for the business journey ahead. Knowing the full range of duties will organise and structure your business, and make it more equipped to deal with the vast array of tasks that need to be completed and constantly monitored. When we compare this to the duties of the director, we can comprehend the full magnitude of the two different roles, and then analyse them combined.
In its most professional sense of duty, a company secretary can also help guide strategic decisions on behalf of the company, much like a director's assistant or advisor. The secretary may take it upon himself or herself to ensure that newly appointed directors are knowledgeable on all procedures within the company, which may include some sort of formal induction. At the same time, the secretary should be knowledgeable enough to be able to advise directors on ethical procedures.
The company secretary is often the main point of contact with shareholders. In this regard, the secretary should organise company meetings and annual general meetings in accordance with the Companies Act. The secretary will also be the member that assures that everything in the memorandums is obliged and followed. They will regulate and assure that directors and members conduct all voting in a fair way, and then document this in the minutes.
The publication of the company's annual reports and accounts is the responsibility of the company secretary. The secretary is responsible for maintaining the statutory registers and ensures that any changes made are update to date. The consequence of not keeping the register of members updated can have negative effects on the shareholders regarding their voting rights. For this reason, it is adviseable to keep the register updated with the latest changes.
In some instances, neglecting to do the secretarial duties does not result in a penalty for the secretary, but rather, the director. This will reflect negatively on the secretary and upon the company as a whole. Situations like this usually arise when people overlook these duties due to either carelessness or from taking on too much work. If a person is acting as director and secretary, the risk of missing important deadlines for the filing of reports and so on is maximised. Such scenarios further illustrate the importance of having a company secretary as a separate body to the director. In this respect, one should realise that a company secretary will still be legally liable for errors incurred in their duties, even if they delegate that particular job to another member of the company.
PAYE/National Insurance Payments:
It is your responsibility to ensure that payments are made on time, whichever payment method you use. Remember, you may be charged interest and a penalty if your payment is not received by the deadline. Penalties are charged on each PAYE reference number (also called a 'PAYE scheme') independently. There are also additional penalties for amounts charged annually or occasionally. Contact us to see how we can assist you.
We can provide a fully comprehensive nominee secretarial service for private companies and limited liability partnerships including their formation, on-going maintenance of statutory records, organizing and witnessing required meeting of directors and shareholders alongside preparation of minutes. If appropriate, you can select our offices as your registered office. We check documents that we receive determine what action is required and notify director(s) as appropriate.
We will of course assist you with changing company name, alternation of director or secretary and applying for deregistration of limited company.
Our experienced nominee secretaries will assist you with personalized corporate secretarial advice and services: -
Register representative and branch offices;
Prepare annual general meeting documents and file annual returns;
Effect changes of board of directors and their particulars;
Prepare routine resolutions;
Prepare documents to effect an increase in share capital;
Allotment of shares;
Change of auditors;
Change of company name;
Amendments to the memorandum and articles of association and file necessary returns with Companies House.
Useful Tips:
The range of duties and responsibilities that a company secretary has will depend on such factors as the size of the company & its line of business. In practice, the amount of administrative work involved in a small private company is not usually a full-time job. Secretaries often have other responsibilities such as advising the directors on legal matters generally & other administrative duties such as arranging insurance. Contact us to see how we can assist you.
Nominee secretaries are often appointed in order to fulfil this role in a professional capacity. We can provide nominee services for clients who are looking to incorporate a company but they do not know how to take corporate secretarial duties. On the other hand we help our international clients overseas by providing them with an officer of the company at an affordable fee.
Clients who use the company secretarial service can be sure that all the requisite annual forms and returns will be properly filled out and lodged with the Companies Registry in due time. While the legislation does not generally specify the role of the company secretary, the company secretary might normally undertake the following duties: -
Maintaining the statutory registers;
Monitoring changes in share ownership of the company;
Ensuring that the company files statutory information promptly;
Providing members and directors with notice of meetings;
Organising, preparing agenda for, and taking minutes of meetings;
Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people;
Providing members with proposed written resolutions and auditors with any passed resolutions;
Sending copies of resolutions and agreements to Companies House;
Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings;
Arranging the general meeting and co-ordinating production of the annual report;
Keeping, or arranging for the keeping, of copies of all resolutions of members passed otherwise than at general meetings, minutes of all proceedings and general meetings;
Ensuring that people entitled to do so can inspect company records;
Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action;
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements;
Custody and use of the company seal. Companies no longer need to have a company seal, but if they do, the secretary is usually responsible for its custody and use. (You can buy company seals from us.)
Every company must keep official records and these are usually delegated to the company secretary. They include registers of: -
Indemnities;
Service contracts;
Debenture holders;
Registers of directors;
Registers of members;
Records of resolutions;
Registers of secretaries;
Contracts relating to purchase of own shares;
Interests in shares disclosed to public company;
Instruments creating charges and register of charges;
Documents relating to redemption or purchase of own shares out of capital by a private company;
Report to members of outcome of investigation by a public company into interests in its shares.
Useful Tips:
Members of the public have the right to inspect these records. You must keep the records available for public inspection at either your company's registered office or at a single alternative inspection location that must be notified to Companies House. You may charge members of the public £3.50 an hour. However, you may not charge members of the company.
You must also keep minutes of board meetings and general meetings and you should also keep official documents secure. You may need these, for example, to open a bank account. They include: -
The certificate of incorporation recording the formation of the company;
The memorandum and articles of association setting out the purpose of the company and how it must be run;
Copies of the accounts;
Share certificates and stock transfers;
Directors' service contracts.
As the secretary is an officer of the company, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return.
Every company' director and secretary has a personal responsibility to ensure that statutory documents are delivered to the Registrar as and when required by the Act. In particular: -
Company' accounts;
Company' annual returns;
Notice of change of directors or secretaries or in their particulars; and
Notice of change of registered office;
The register of members;
The register of directors and secretaries;
The register of directors' interests;
The register of charges.
Please bear in mind that this is an obligation of a company registered in UK to file annual returns and annual accounts with the UK Companies House even if company has been dormant. Unless a company is claiming exemption as a medium-sized, small, audit-exempt or dormant company, the accounts will include: -
A directors' report(s) signed by a director or the company secretary;
A balance sheet signed by a director;
A profit and loss account (or income and expenditure account if the company is not trading for profit);
An auditors' report signed by the auditor;
Notes to the accounts; and
Group accounts (if appropriate).
You are therefore advised that if annual returns are not filed, the company will go through administrative dissolution and finally will be struck off from the Companies' Registrar. If you file the annual return late or not at all, the company and its director(s) and secretary can be prosecuted. Please note that annual returns are quite separate from annual accounts.
If accounts or annual returns are not filed, all the directors of the company could be prosecuted. Failure to deliver documents on time is a criminal offence. On conviction, a director could end up with a criminal record and a fine of up to £5,000 for each offence.
Alternatively, if the Companies' Registrar believes that the company is no longer carrying on business or in operation, he could strike it off the register and dissolve it. If this happens all the assets of the company, including its bank account and property, generally become the property of the British Crown.
On average more than 1,000 directors are prosecuted each year for failing to deliver accounts and returns to the Registrar on time. Persistent failure to deliver statutory documents on time may also lead to a director being disqualified from taking part in the management of a company, for a specified period.
You could, potentially, be disqualified, prosecuted or made liable for company debts if the law is broken. You could be subject to criminal proceedings, if the company trades fraudulently, or if company funds are misappropriated. If you are also a director, you could be held personally liable for the company's debts, if there has been wrongful trading. Failure to ensure that the directors are acting properly in the conduct of the business could leave you with personal responsibility for its debts.
The company secretary's role is an extremely important one, and in some cases it is advisable for a professional to be appointed. They must ensure that all rules regarding the giving of notices and the making of returns to Companies House are complied with, also that the company's statutory books and documentation give an accurate up-to-date picture of the company's business. In order to minimise the risk of being accused of wrongful trading, a director should make sure that: -
Potential problems relating to the solvency of the company have been discussed with the other directors;
An accurate record of any discussions has been kept;
The company has adequate up to date financial information.
If a director finds himself a director of a company that has become insolvent he should take immediate professional advice. Under Insolvency Legislation, disqualification orders can be made against company directors. The responsible insolvency practitioner is required to report to the Department of Trade and Industry on the conduct of all company directors involved in an insolvent liquidation. A disqualified person is prohibited from taking part in the management of any company.
A disqualification order issued by a court may ban an individual not only from acting as a director of a company but also from acting as a liquidator, receiver or manager of a company's property and from having any connection with the setting up or management of a company without the permission of the courts, for up to 15 years. A person who breaches such an order commits a criminal offence punishable by imprisonment or fine or both and may be made personally liable for any debts of the company in respect of which he or she acts.
Penalties for Mistakes with your VAT:
You must submit your VAT Return and ensure that payment of the VAT due has cleared to HM Revenue & Custom's account by the due date. If you do not, you may have to pay what is known as a 'default surcharge', which is a percentage of your unpaid VAT. If you continue to submit or pay late, you will be charged a higher percentage of your unpaid VAT. If you submit an incorrect VAT Return, HMRC may also charge you an inaccuracy penalty.
A director's disqualification may arise from misconduct, unfitness, participation in wrongful trading and/or other grounds. It's advisable for the new business owners and to the foreigners, who are not familiar with the UK rules and regulations to appoint our nominee secretary to avoid such sort of problems which were mentioned above.
How to Form a Company: The Typical Duties of the Company Secretary
Please bearer in mind, that the new Companies Act doesn’t decline secretary duties and responsibilities, all of them need to be done, complete and file in accordance with law. Since April 2006, all corporate secretaries’ duties and responsibilities can be done by a sole director. To help you to make a final decision do you need to appoint a secretary or not, please read the relevant information below.
A company secretary manages the processes involved with developing and implementing company legislation, regulation and best practice. Working in a wide range of sectors, they are responsible for ensuring that board members are properly advised of their responsibilities by co-ordinating the proper and efficient flow of information to them. They are closely involved in the decision-making process, frequently ensuring the implementation of board decisions.
By making sure that legal and regulatory requirements are covered, company secretaries provide the basis from which companies can successfully operate and develop. The role varies according to the nature of the company and sector. The work of a company secretary covers a wide variety of functions and is partly dependent on the individual company for which they work.
Maintaining the statutory registers - these are: the register of members; the register of directors and secretaries; the register of directors' interests; the register of charges; and for public companies only, the register of interests in shares.
Ensuring that statutory forms are filed promptly - you cannot simply send a letter to notify the Registrar that you wish to change the situation of the company's registered office or that changes have occurred among directors or secretaries or their particulars. Changes of directors' and secretaries' details must be notified within 14 days. There are many other forms that need to be delivered to the Registrar.
Providing members and auditors with notice of meetings: you must give them a 21 days written notice of an annual general meeting. You must give them a 14 days written notice of a meeting, which is neither an annual general meeting nor a meeting to pass a special resolution. If you are the secretary of an unlimited company, the written notice required is 7 days.
Sending to the Companies Registrar copies of resolutions and agreements: - you must send them copies of every resolution or agreement to which section 380 applies, for example special and extraordinary resolutions, within 15 days of them being passed. Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings - also copies demanded by anyone under the Companies Act.
You must send accounts at least 21 days before a meeting at which they are to be laid - see the relevant section of the Companies Act.
Keeping or arranging for the keeping, of minutes of directors' meetings and general meetings: ensuring that people entitled to do so can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.
Registering a Company: The Company Director
Company Formation Service
We provide fast online service for UK company registration, including private, public and guarantee companies formation, establish of LLP and other business entities incorporation in England, Wales, and Scotland.
Setting up a business for the first time can be confusing and there are too many issues to consider. You need to decide whether to use professionals who can help you to incorporate your business, and to choose the best ownership structure for your business.
Choosing a structure for your business can be a confusing puzzling of terminologies. However, with this basic guide, you will be able to select the structure that will serve your business best at tax time. There are several types of legitimate commercial and non-commercial legal entities which you can choose to operate as. Find out the links below on the pros and cons of registering your business.
Coddan is one of the leading service providers in the field of English, Scottish, and Irish companies formation and registration. Our electronic filing software has been approved by Companies House. Companies House (Companies Registry, Secretary of State) is an executive agency of the United Kingdom Government Department of Trade and Industry (DTI). All limited companies in Great Britain are registered with Companies House and file specific details as required by the Companies Act 2006.
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The company entrusts the director with the responsibility of making critical business decisions and is therefore liable for all penalties incurred on behalf of the company. UK company law is quite lenient regarding who can become a director. There are no nationality requirements, but the minimum legal age for a company director is sixteen. If the court disqualifies a person from acting as a company director, they will be unable to take up the role of director in a new company.
While the secretary may undertake the duty of preparing the annual returns, annual accounts, notification of any change in the company members' details, or change in registered office address, it is ultimately the director's responsibility.
The director will be the main signatory for any official documents. The duties and responsibilities of a company director are ultimately dependent on the nature of the business, though there are many standard things that are applicable to all directors. While the secretary may perform several roles, the responsibility of many of them lies with the directors.
If the company has employees, the director will need to ensure that they are paying the right amount of National Insurance and tax, as well as VAT on any goods or services that they provide. In addition, the director must conduct themselves according to the memorandum and articles. Directors are morally obliged to put the interest of the company before their own and do nothing that may harm or affect the company in a negative way. While this seems a simple enough ethos to abide by, directors can sometimes inadvertently harm the business by unwittingly engaging in unlawful trading, or by not paying the correct tax in the appropriate jurisdictions. This is why it is important that a director of a company maintain a strong knowledge base with all these issues as even accidental misconduct can lead to grievous penalties.
It is the responsibility of the director to provide the correct information to auditors for the preparation of the accounts. This means careful maintenance of petty cash receipts and company bank statements. Directors may take into consideration that holding annual board meetings is sometimes required to discuss the status of the company and any changes they want to make.
In short, the director(s) are in charge of managing the general affairs of the company – this is a position that covers the delegation of work and to act in a way that benefits the company. Directors hold a high position of trust and power, and are morally obliged to act in the best interest of the company. Abuse of these principals can lead to penalty, such as termination or severe fines, especially if they act wilfully negligent. A director must not engage in an act that goes against the rules and regulations set out in the memorandum and articles. It may seem obvious that the director must refrain from engaging in unlawful acts, as this has a tremendous affect on both the individual and the company.
The extent of the company director's power is dependent on the specifics within the memorandum and articles. It is useful to know that there can be no checklist to illustrate a company director's duties, as their role may crossover into the company secretary's responsibilities. The size and type of business will usually determine the extent of work that the director will do. Smaller businesses will sometimes have fewer members and therefore the appointees of the company will need to incorporate more responsibility into their role. There is nothing that prevents the company director from also being the secretary, but due to the vast array of responsibility that the combined roles offer, it is often more beneficial to assign these roles to two separate people.
At least once a year, directors should hold an annual meeting. The directors must provide the shareholders with a report detailing the status of the company, whether there has been progress or not. In these meetings, company directors should express any future strategic plans they hope to employ, and keep shareholders updated with any changes they wish to make. Directors should also assign a chairperson who will often write the agenda and sign of the minutes of the meeting.
Aside from the general jobs of the company director as stated in the above, they are also responsible for the development of the business. This includes establishing company policies and corresponding with employees as well as other company members. It is the duty of the director to maintain order but also to plan and uphold corporate structure; the director, singularly or collectively, should be constantly formulating ways to make the business more efficient and more successful.
Another key element to the director role is being able to delegate work and duties to the appropriate people, in order to ensure that all areas of business are covered. Aside from that, it may be relevant for the director to supervise other members of staff and appointees in their work. There needs to be a good relationship in place between director and shareholder, as the director must be able to understand and apply the interests of the shareholders.
A company director has the responsibility of looking after the business and assuring that they always work in its best interests. With such liability comes a plethora of duties to ensure that the directors do not abuse their position of power, such as manipulation of the company books and illegal share activity. It is for this reason that the director can be accountable for acting negligently or wilfully unlawful.
Only a director can call a directors’ meeting (though a secretary may do so on behalf of a company director). Usually, an advanced period of seven days is required for this. The memorandum will usually state who the chairperson director is, and this person will have the deciding vote on matters that require it in the event of a tied vote. The elected chairperson is essentially the supervisor of all meetings, and has the power to oversee and change the structure of the board and orchestrate the planning and management of meetings.
How do the Roles of a Company Director and Company Secretary Differ?
The company secretary is the head administrative officer within a company. Company secretaries are no longer legally necessary within a company due to the increase in small companies that may not be capable of fulfilling this requirement. Although the role has been legally redundant, this does not deter the importance of the company secretary's duties within a company. As a result, company directors often take up the duties of the company secretary, which will further add to the heap of responsibility their own role entails.
This being the case, if a small private company does not wish to have a company secretary, it is their duty to assign the responsibility of the role to another person; sole directors are left with no alternative but to do this themselves, which can be a very demanding task.
The only thing that prevents a person from becoming the secretary of a limited company is if that person is also the company's auditor. The memorandum defines the terms of appointment and termination of the company secretary. While there are no defined rules that govern the company secretary's role, if they are an employee of the company they might undertake additional duties. The company secretary's duties are administrative and not managerial, though a person combining these roles will have the daunting task of both obligations.
The secretary is responsible for numerous books and records and must keep them at the registered office address of the company ready for any inspection. If these records are elsewhere, Companies House must have a record of it. These records include the register of members, records of members' address and personal information, and all shareholder records. It is imperative company secretaries maintain and update these records with all the correct and accurate information.
The individual who is acting as a secretary within the company will not necessarily have to promote the success of the company, or be in a position to exercise independent judgement whereas directors do. The secretary is the person liable for the majority administrative duties and they will be in charge of handling all queries and official mail from both HMRC and Companies House.
The company secretary will be responsible for liaising with Companies House and taking the appropriate steps to ensure that they correctly file any significant changes with them. These changes include the termination and appointment of company members, and changes of address, and changes in the company name. Secretaries will also make any authorised changes to shares, such as transfers and altering the amount subscribed by each person. Another seemingly minor detail that company secretaries need to ensure is that the company name, registration number, and address are on all letters, stationary and websites.
The main luxury of having a secretary separate from a director is that the director gets to delegate the work they would otherwise need to complete by themselves. For example, the secretary can prepare all documents that the company director needs to on their behalf.
The company secretary is responsible for ensuring the company maintains its legal status. They must also arrange the board meetings if a director requests one, and this entails writing the minutes and preparing the agenda ready for the members in advance. The minutes are to be kept in the company's formal minutes’ book, which are then signed by the company chairperson. In addition, the company secretary is responsible for ensuring the completion of special resolutions.
Within smaller business structures, secretaries have a far broader spectrum of duties. Though it is not often a mandatory role of theirs, they may need to set up PAYE and payroll for fellow employees, or register VAT. They will often have to manage the company's premises and organising pensions for employees.
Depending on the type of company, a secretary may perform a number of duties, such as: -
Advising the director and ensuring that the company follows legal protocol and abides by statutory regulations, such as health and safety and data protection;
Applying an additional signature to documents for the board; you may need to sign for bank documents or leases;
Arranging insurance for the building, employees, and complying with the data protection act;
Liaising with lawyers and solicitors;
Order any provisions that the company may need, such as stationary.
People should be aware that while a company secretary is not usually liable for any debts incurred, the company secretary can still be liable for their failure to produce documents, accounts and reports needed by Companies House. The qualified secretaries working within public limited companies often face prosecution for acts of heinous negligence and misconduct. When an unqualified secretary in a small firm unknowingly acts in a negligent way, they may not face prosecution due to their limited experience or knowledge, though the matters may still go to court.
However, the company director has the primary legal responsibility for the company, and is solely responsible for the filing of the company accounts. Directors face disqualification and prosecution if they break the law regarding the company legislation and mandatory dates for handing in reports etc. In the event of any unlawful trading, directors take all blame and receive punishment accordingly.
How to Register a New Limited Company: Breakdown of the Company Secretary Role
In theory, a secretary's duties cover all necessary administrative work, and spans across numerous additional roles within the company. As stated earlier, there is no set guideline for the company secretary to follow as their role may change and differ depending on the size and scope of the company. However, in theory, we can categorise the company secretary's roles to cover these three areas - the board, the company, and the shareholders.
The company secretary must make sure that the necessary paperwork is given to board members ahead of the meeting, and that the board procedures are correctly abided by. In this instance, a company secretary will also assist directors at the meeting.
The secretary should be responsible for ensuring the compliance of legislation and proper conduct regarding company activity. For this reason, the company secretary must be knowledgeable in such areas in order to provide information to the board.
Shareholders within a company will usually liaise with the company secretary and address them with any concerns or with matters regarding corporate legalities.
The secretary also has numerous core duties that he or she is expected to fulfil. For general meetings, they must ensure that shareholders have all relevant documents, while also taking the minutes of the meeting (it is important to realise that the secretary will always be responsible for taking the minutes of the meeting, as well as preparing and distributing the agenda). They will also regulate the memorandum and articles of association, in order to ensure that members follow it correctly. The secretary is also responsible for correctly drafting any amendments so that they comply with Companies House legislation.
The responsibility of ensuring that all the company adheres to the legal requirements falls on the secretary. They must be knowledgeable and assertive regarding the company law, even though the penalties involved fall on the director for any discrepancies or failure to submit things such as annual accounts.
The secretary must update and maintain the registers in case of any inspection, and prepare directors reports and accounts. As the main administrative officer of the company, the secretary is also responsible for the filing of all mandatory paperwork with the registrar of companies. These documents include annual returns, reports and accounts, any amendments to the memorandum and articles of association, the return of allotments, the removal or appointment of directors and any change to the registered office address.
One important area of the company secretary's duties is their correspondence with the shareholders. The secretary is to deal with transfers of shares and any concerns the shareholders may have. In addition, the secretary must monitor the movement of the registered members to identify any stake building within the company. They may also be required to implement any changes with the company’s shares in order to restructure the business.
Company Registration Agent: Custody and Use of the Company Seal
Although there is no legal requirement for your company to have a seal, there may be circumstances when a seal is required. Although many contracts require only a signature, possibly witnessed, some require the authority of the attachment of the seal to the document.
Generally, any contract which must be evidenced by a Deed will require the attachment of the company seal (or, because Companies Act allows companies to dispense with the use of their seal, by being signed "as a Deed" by two directors or by a director and a secretary, or, by a director and a witness). The seal is the signature of the company, and the manner of its use is set out in the articles of association.
It is usual for the seal to be witnessed by a director or a secretary, and for details of each document to which the seal is affixed to be entered in a Register of Seals, which is subsequently brought to a board meeting.
This procedure enables the seal to be used between board meetings, but subsequently grants the authority of the whole board to its use. To evidence this Chairman should initial below the most recent item in the Register. If all items are numbered sequentially (and it may be helpful to insert the number from the sealing register on the document sealed) authority can be evidenced by a minute such as this draft.
When conducting business overseas, or entering into contracts with overseas customers, or foreign lawyers, local regulations may require that your company applies its seal to legal documents, contracts, or lease agreement.
As the secretary is an officer of the company under the Companies Act, he or she may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's Annual Return.
The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made.
Company Law: About the Common Seal
1. A company may have a common seal, but need not have one. 2. A company which has a common seal shall have its name engraved in legible characters on the seal. 3. If a company fails to comply with subsection (2) an offence is committed by: -
a) The company, and; b) Every officer of the company who is in default.
4. An officer of a company, or a person acting on behalf of a company, commits an offence if he uses, or authorises the use of, a seal purporting to be a seal of the company on which its name is not engraved as required by paragraph (2). 5. A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
Register a UK Company & About An Official Seal for Use Abroad
1. A company that has a common seal may have an official seal for use outside the United Kingdom. 2. The official seal must be a facsimile of the company's common seal, with the addition on its face of the place or places where it is to be used. 3. The official seal when duly affixed to a document has the same effect as the company's common seal. 4. A company having an official seal for use outside the United Kingdom may: -
a) By writing under its common seal, or; b) Authorise any person appointed for the purpose to affix the official seal to any deed or other document to which the company is party.
5. As between the company and a person dealing with such an agent, the agent's authority continues: -
a) During the period mentioned in the instrument conferring the authority, or; b) If no period is mentioned, until notice of the revocation or termination of the agent's authority has been given to the person dealing with him.
6. The person affixing the official seal must certify in writing on the deed or other document to which the seal is affixed the date on which, and place at which, it is affixed.
When you will place an order for a new company formation or an order for an appointment of a nominee secretary service, at the same time of placing an order, you may also order a company seal. We are offering different types of corporate seals - pliers' seals, rubber stamps, wax seals, etc.
About Failure to Carry Out Some of Corporate Secretarial Duties
Failure to carry out some of duties can result in the company being charged a considerable amount of money or even in the directors being prosecuted. To help you avoid this we provide a nominee secretarial service to ensure that these statutory requirements are fulfilled, we fulfil all filing requirements on your behalf, so the company's records are kept fully up to date at all times. We can help you to prepare and file-out non-trading accounts, prepare and file annual returns.
As your nominee secretary, we will prepare other documents in respect of changes to the company structure as and when they occur. Such matters will include allotment of shares, transfer of shares and appointments and resignations of officers.
He or she normally takes charge of ensuring that any documents which need to be sent to Companies House are sent on time. The secretary can also be a director, and therefore have the same responsibilities as the other directors. If the secretary isn't a director, he or she is still is an officer of the company and is responsible for its actions (with the exception of the companies' accounts, which are the personal responsibility of the directors).
Amongst other things, the company secretary of any company is responsible for: -
Completing and filing the annual return;
Filing the annual accounts;
Maintaining the registers that a company is required to keep by law;
Filing information on changes in directors' (secretaries') details;
Filing information on appointment/resignation of directors and secretaries;
Filing information on change in registered office;
Filing information regarding changes in shareholdings and share structure;
Making arrangements for company meetings and maintaining the minute book.
At our disposal we have a state of the art database, which ensures that our service is cost effective, efficient and readily accessible to you. You will be relieved of these administrative and compliance burdens, giving you more time to concentrate on the business of managing your company. Keep us informed of any changes and we will do the rest.
If you do so, our service will ensure you avoid the consequences of non-compliance i.e. penalties, prosecution or your company being struck off the register.
Let Coddan takes away some of the administrative burden of running your company. We will deal with Companies House on your behalf and file the company's annual return and annual accounts. We will also be on hand to offer business advice throughout the year in our role as nominee company secretary.
If you are using our registered office service it is then convenient to keep the company registers at our offices to. This service is required if you wish to remain anonymous.
The nominee secretary service will need to be renewed after one year. You will be contacted regarding confirmation of the following details: the filing of the annual return, and renewal of the service. Even where we are not your company secretary, we are able to provide a full company secretarial and support service, providing documents and forms preparation etc., as required. We designed our business start-up packages to provide the most valuable features and services for the lowest price.
The Typical Company Secretary' Work Activities
Organising, preparing agenda for, and taking minutes of meetings;
Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people;
Contributing to meeting discussions when required and advising members of the legal, governance, accounting and tax implications of proposed policies;
Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action;
Liaising with external advisers, such as lawyers and auditors;
Developing company contracts;
Managing insurance and property issues;
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements.
The Work of a Company Secretary
The work of a corporate secretary in a registered private or public company may be more specialised than in a smaller company. For secretaries working within registered companies, particularly large PLCs, the liaison role between management and shareholders, and compliance, may make up a major part of the company secretary's work. The company secretary would also be fully involved in share issues, mergers and takeovers. This could include: -
Maintaining the register of shareholders;
Monitoring changes in share ownership of the company;
Paying dividends;
Administering share option schemes;
Arranging the annual general meeting and co-ordinating production of the annual report;
Monitoring the administration of the company's pension scheme;
Overseeing and renewing insurance cover for employees, equipment and premises;
Engaging in contractual agreements with suppliers and customers;
Managing office space and property and dealing with personnel administration;
Overseeing public relations and aspects of financial management.
The Charity Secretaries
Charity secretaries (the company secretary within a charitable company) are responsible for ensuring that charities are run within the law and the terms of the governing document.
The status and exact role of the Charity secretary will vary from one organisation to another, but common functions will be to support the board to find their way through the maze of law, governance and good practice and to facilitate effective meetings.
Supporting the Board
Charity boards often represent a range of skills and experience, but few will be fully conversant in all the legislation affecting the charity and the provisions of the governing document. A key element of the Charity secretary's role is to support the board in this respect. The secretary is custodian of the governing document and as such is responsible for ensuring that board meetings, annual general meetings and extraordinary general meetings are run effectively and in accordance with the provisions of the governing document.
The Charity secretary is also responsible for legal compliance. This aspect of the role includes ensuring that trustees have the right information to enable them to make informed decisions and fulfil their responsibilities.
Functioning of the Board
Charity secretaries' duties in this area include: ensuring the correct appointment of trustees, that they are: not disqualified in law. Eligible to be trustees under the provisions of the governing document. Appointed according to the procedure laid down in the governing document. Organising the induction of new trustees.
Arranging and administrating meetings of the board and any subcommittees. This duty includes: practical arrangements for the meeting; developing the agenda with the chair; ensuring that the agenda and other papers are circulated to all members in good time for the meeting. Ensuring meetings are properly convened, constituted and quorate. Providing trustees with any additional information necessary to facilitate decision making, including Informing them of their powers and duties under the governing document.
Confirming decisions, drafting minutes, monitoring the implementation of trustees' decisions.
Writing letters arising from committee meetings, receiving correspondence and acting promptly on information received. Keeping stock of informative literature (policy statements, back copies of magazines to be given or sold to prospective members or other interested parties) and keeping records of membership.
Charity secretaries will fulfil a similar role in relation to meetings of the members, such as Annual and Emergency General Meetings.
Compliance
As well as a thorough knowledge of the governing document, Charity secretaries will have a good understanding of charity law and company law. Whilst they may not know the detail of other relevant legislation, such as employment law, health and safety etc., they understand the basic principles and are able to identify potential areas of contention and seek further advice when necessary.
In terms of supporting the board, duties may include: providing legal guidance and advice - the Charity secretary should be able to answer trustees' queries relating to company and charity law and access further information in relation to more complex questions in these and other areas of the law. Explaining property issues, including charity law requirements regarding the disposal of land. Fulfilling insurance requirements, such as public and employer's liability insurance, as well as the more obvious property insurances.
Developing and implementing a process of legal health check and review, for example, auditing the governing document, reviewing property leases, monitoring employment and personnel procedures. Ensuring compliance under contractual arrangements, and under company and charity law, including the provision of information to regulators.
In charitable companies limited by guarantee, the Charity secretary is legally responsible for submitting information to Companies House. The Charity secretary can incur personal liability if s/he breaches certain requirements under the Companies Acts. The penalties for such breaches include fines and imprisonment. The Charity secretary may also be liable for claims from the charity for damages and compensation for losses incurred as a result of his/her negligence. An important characteristic of the Charity secretary's role is to serve as the conscience of the charity, acting with integrity in following the law and the governing document.
On occasion, this may bring the Charity secretary into conflict with the wishes of the trustees. In such cases the secretary must exercise a degree of independence and act according to the law and his/her professional judgment. This is particularly important given the potential consequences to the Charity secretary of failure to comply with the law.
Nominee Secretarial Service Options
Whether you are starting up a new company or running a successful, established one they all need careful, skilled administration. This is another time and hassle saving specialist service Coddan provides to the business owners. We will help you to ensure that your company complies with its obligations under the companies law. Directors' obligations change on a regular basis and some major changes are heading our way soon.
With our extensive knowledge in this important aspect of running a business, quickly but accurately, we can make sure that you avoid the risk of penalties and the frustration of a red tape. Typical client projects range from routine but essential annual compliance to specialist and more complex one-off situations.
This package primarily designed to help director(s) keep companies fully compliant with the law. With this option, we will provide the following services: -
Maintaining of the statutory registers;
Keeping of copies of all resolutions of members and/or directors passed otherwise than at general meetings, minutes of all proceedings and special meetings;
Monitoring of all changes in the share ownership of the company;
Ensuring that your company files the statutory information promptly;
Ensuring that people are entitled to inspect the company records;
Monitoring of changes in relevant legislation & the regulatory environment and taking appropriate action;
Sending up-to-date information to Companies House;
Dealing with the government correspondence (Companies House and HMRC);
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal & statutory requirements.
If signatures or the verification of documents are required, additional charges will apply.
This package is primarily designed to help director(s) keep companies fully compliant with the law, and includes the nominee secretary's signature on documents & preparation of the letter relating to the opening of a business bank account. With this option we will also provide the following service: -
Maintaining of the statutory registers;
Keeping of copies of all resolutions of members and/or directors passed otherwise than at general meetings, minutes of all proceedings and special meetings;
Monitoring of all changes in the share ownership of the company;
Ensuring that your company files the statutory information promptly;
Ensuring that people are entitled to inspect the company records;
Monitoring of changes in relevant legislation & the regulatory environment and taking appropriate action;
Sending up-to-date information to Companies House;
Dealing with the government correspondence (Companies House and HMRC);
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal & statutory requirements.
Additional charges will apply for any additional signatures or the verification of documents.
Nominee Secretary Option: Premier Package - £250.00
With this option we will file the annual return of your company, including the payment of the government filing fees & the general meetings reminders. This package is also includes the nominee secretary's signature on documents & the preparation of a letter relating to the opening of business bank account.
With this option we will also provide the following service: -
Providing members & directors with the notice of the general and/or an extraordinary meetings;
Sending copies of resolutions and agreements to the Companies Registrar;
Supplying a copy of the accounts to every member of the company, every debenture holder & every person who is entitled to receive notice of general meetings;
Maintaining of the statutory registers;
Keeping of copies of all resolutions of members and/or directors passed otherwise than at general meetings, minutes of all proceedings and special meetings;
Monitoring of all changes in the share ownership of the company;
Ensuring that your company files the statutory information promptly;
Ensuring that people are entitled to inspect the company records;
Monitoring of changes in relevant legislation & the regulatory environment and taking appropriate action;
Sending up-to-date information to Companies House;
Dealing with the government correspondence (Companies House and HMRC);
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal & statutory requirements.
This service covers the cost of reasonable handling of official company documents, which will be sent via standard post, but does not include the handling of general trading or banking correspondence, nor the use of express or courier services. Additional charges will apply for any additional signatures or the verification of documents.
This package includes annual return, annual accounts, and general meeting reminders, and a dedicated administrator based in our office in London. We will complete and file the annual return and certify the annual accounts on behalf of your company (the preparation of the annual accounts is not included into the the price of this package). This package is also includes the nominee secretary's signature on documents and preparation of a letter relating to the opening of a business bank account. With this option we will also provide the following service: -
Providing members & directors with the notice of the general and/or an extraordinary meetings;
Sending copies of resolutions and agreements to the Companies Registrar;
Supplying a copy of the accounts to every member of the company, every debenture holder & every person who is entitled to receive notice of general meetings;
Maintaining of the statutory registers;
Keeping of copies of all resolutions of members and/or directors passed otherwise than at general meetings, minutes of all proceedings and special meetings;
Monitoring of all changes in the share ownership of the company;
Ensuring that your company files the statutory information promptly;
Ensuring that people are entitled to inspect the company records;
Monitoring of changes in relevant legislation & the regulatory environment and taking appropriate action;
Sending up-to-date information to Companies House;
Dealing with the government correspondence (Companies House and HMRC);
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal & statutory requirements.
This service covers the cost of reasonable handling of official company documents, which will be sent via standard post, but does not include the handling of general trading or banking correspondence, nor the use of express or courier services. Additional charges will apply for any additional signatures or the verification of documents.
Nominee Service: How Can We Help You?
Coddan CPM registers businesses of all types, in the UK and across numerous offshore locations. Our team of dedicated and experienced experts can assist you by setting up the right business structure for you, registering your company with a host of additional extras that you can greatly benefit from. In addition, we can tailor-make packages and help manufacture new business vehicles to ensure that you are maximising profit whilst legally minimising tax.
Our nominee services have proven to be immensely popular amongst our non-UK resident clients, who are often unable to fulfil the minimum mandatory legal requirements. When registering in the UK, you will need a registered office address within the UK, at least one physical director, and a shareholder to hold a minimum of one share (£1.00) in the company bank account. Sometimes, our clients wish to incorporate a company by using all nominee services for these roles in order to remain anonymous from public record. We draft legal power of attorney documents that give you full control of your company whilst we assume the position of the members. Legal anonymity is of the upmost importance to many of our clients, and using Coddan's nominee services allows them to retain privacy from public record and still be in a position to make major decisions and run the company according to their will.
It is important to remember that even when taking our nominee services, you will still need to take responsibility for the mandatory paperwork with Companies House, such as annual returns, and accounts. The failure to produce these things on time can lead to hefty fines. However, by taking Coddan CPM as your company secretary we are able to relive the burden of much of the mandatory paperwork (for an additional fee). We understand that while some people are business-orientated, they may not be so confident about the finer details that they will need to complete.
Our professional and experienced staffs can provide company secretary services to your company. It includes: -
Skilled, specialist, professional advisors;
Fast, top quality service;
Technical support from other Coddan experts;
Time and hassle saved by you;
Computerised statutory records using the latest in PC software;
Fees agreed at the outset of a project;
Concern for and interest in the health of your company, ensuring that you meet deadlines set by the Companies Act without fear of penalties for late filing or prosecution;
Versatility on our part - working in partnership with a wide range of companies and entrepreneurs form small companies to major groups;
Advice and guidance on setting up a company, avoiding pitfalls and matching legal obligations;
Acting as company nominee secretary of your company;
Assisting and advising on establishment of new companies overseas;
Organising and witnessing required meeting of directors and shareholders;
Alongside preparation of the minutes of meetings;
Advising you on the appropriate legal procedures to change the officers of the company;
Amending the accounting reference date, declare a dividend, etc.;
Advising you of directors' responsibilities;
Maintaining your statutory registers (keeping the registers required by law);
Maintaining your statutory minutes;
Attend the Board and general meetings to advise you on procedure and to take minutes;
Provision of a registered office address;
Filing all necessary accounts, forms, returns and resolutions on the public record at Company's House;
Advising and assisting you with your tax compliance obligations;
Giving guidance on compliance and the information which must be notified to the Registrar of Companies;
Providing the documents relating to company's annual, general or extraordinary directors' meetings;
Reminding you, and/or your accountant, of the filing deadline for accounts;
Issue and transfers of shares;
Changing company name;
Changing of company registered address;
Share allotment;
Applying for deregistration of a company;
Dissolving the company;
Assisting start-ups with all of the other aspects of starting a business;
Amending Articles of Association for taxation, practical or commercial reasons;
Advising in relation to the legality of dividends.
Aside from the above mentioned, Coddan can provide your company with numerous accountancy packages. The packages cover a wide range of services, and the price is dependent on how much trading you do throughout the year. In smaller companies that are just starting out, the company secretary performs the necessary accountancy duties in the majority of instances. They may be doing this out of necessity rather than fulfilling the obligation because they have experience in that area of expertise. You can avoid this sort of mandatory practise by taking Coddan's accountancy services, which not only relieves the burden from the company secretary but also gives all company members’ confidence, as a qualified professional will handle the accounts.
The overall benefit of Coddan CPM acting as your company secretary gives you the peace of mind to know that a registered formation agency can perform all the mandatory tasks that your company will have to complete with the Companies House. In addition, we can act as an additional signatory for any documents that require signing by another person aside from the director. Sometimes an extra signature is required to open up bank accounts, and Coddan CPM will readily oblige.
Annual returns are a compulsory chore. Companies must submit annual returns and accounts to Companies House without fail and on time, otherwise they run the risk of severe fines and eventually, having their company dissolved. It is important to realise just how serious these duties are. Neglecting the annual returns and accounts could be a mistake with catastrophic consequences. At Coddan CPM, we understand that while some people may have a sharp business intellect and an ambitious mind that has enabled them to become successful within their field, they may not have the time or interest in conforming to the duties that are required.
The accounts and returns can be tedious and often strenuous, especially for those who have never attempted to complete them before. For a reasonable fee, Coddan CPM will perform any secretarial duty that you require. Perhaps you are not confident with accessing computer systems, or maybe you are not good with math? In such instances, it is far easier to let Coddan's professional experts take over and relieve the burden, which will allow you to concentrate on the growth of the business. You can prioritise your business ventures whilst allowing Coddan CPM to keep your company updated with Companies House, which in turn, ensures that you avoid infringing on any criminal charges by refusing to file the required documents with Companies House.
Companies Incorporation Service
With our new online electronic company registration services you now have more choice on how we form your UK limited company. Use our electronic formation service to register your new private or public limited company. Coddan aims to provide all of our clients with the most efficient and convenient services possible. Electronic filing is currently administered for new UK company formations, and Coddan CPM Limited is one of a few select companies that is authorised to present new company documents directly to the UK Companies House, enabling the full incorporation of each company without the need to submit any paper forms.
Since Coddan is always searching for new ways to improve our service to customers, we are proud to announce that we now have a similar e-filing method for new companies in the Republic of Ireland, which will allow us to reduce the period of time it takes to incorporate new Irish entities by 50%.
The Companies Registration Office (CRO) in Ireland recognises our company as one of the few providers of the CRODisk scheme, which was originally developed by the CRO with the purpose of minimising incorporation time and creating a more cost-effective option for registering a company.
By utilising special software, which is pre-approved by the CRO, Coddan has the ability to send all new company formation details immediately to the CRO for review. All basic incorporations are now able to be completed within 5 business days.
Live Help
You can chat with one of our advisors right now. Just click on the image to the left to start chatting. Live Help is a real time chat feature which enables you to interact with our customer service representative without a phone call. Get answers to your questions while using our web-site. Clicking the "Live Help" button will start an online session with one of our representatives. Live Help is currently available during normal business hours. Outside of the indicated below opening hours, our Live Help centre will be closed, when you click on the chat button, you will see an e-mail form that allows you to send us an e-mail request with your questions. Our Live Help is free, there are no hidden fees.
Our hours of operation are posted on the contact page at all times. Telephone and Live Chat assistance is only available during business hours.
Opening Hours
Monday - Friday: 9:30 a.m. to 18:00 p.m. Saturday: offices are closed Sunday: offices are closed Holidays: offices are closed on all recognised UK holidays.
Dear customers, ladies and gentlemen, while having a chat session with our visitors, we are frequently requested to give an advice on tax planning or business structuring, and we would like to inform you that it is against our principles to provide an online free advice pertaining to these issues.
The points and tips that can be covered during a chat session include: our packages, services description and charges, legal requirements to start-up a business (in the UK or offshore), bank account arrangements, trademark registration, post incorporation services, notaries, consulate or apostille legalisation and other authentication services, documentation preparation and filing, mail forwarding overseas, telephone, fax and virtual office facilities, bookkeeping and accounting services, offshore incorporation service, ways to place an order, methods of payment etc.
If you wish us to provide you an advice or recommendations on tax savings and tax minimisation, or corporate business structuring methods, you should be aware that this service has chargeable elements.
Money and Payment Policy
Coddan accepts all major currencies; we accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Maestro, Solo, and Delta, we also accept cheques (may be held 10 days to clear), postal orders or cash deposit, and bank transfers from anywhere to our UK and USA bank accounts. After you place an order, details about the banking transfer will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our phone number that is given on the order confirmation. The customer is responsible for the reimbursement of any bank wire transfer payments.
Our credit card payment processing is by WorldPay - an important part of The Royal Bank of Scotland Group, the 5th biggest banking group in the world. We do not charge surcharges for the debit and credit card transactions. Credit or debit card payment is now authorised online in real time. You will be informed immediately if your credit or debit card is declined. If declined, you may check the accuracy of the card number and expiration date, or choose a different card to try.
We need to receive a payment before we can proceed with a new company formation. For regular or corporate clients, we can open a professional credit account. However, this benefit cannot be provided to a new customer, who never placed orders with us.
Post-Incorporation Services
From time to time even the best-run business needs some advice or a second opinion. Healthy businesses plan for the future and having an independent review of your strategy can really help - our consultants act as advisers to many industry sectors and can offer you the benefit of having seen what works and what does not. Using the best accounting, budgeting, planning, and reporting tools, we can ensure that you have all the information you need to face future challenges.
For overseas companies setting up in the United Kingdom, our experience of business practices, taxation, and law within the United Kingdom can save them the considerable time, money, and energy required to establish and grow a business while meeting all of their legal obligations. We can also act as trustees for pension schemes, or alternatively, we can audit your pension scheme accounts, guiding you through the minefield of reporting requirements.
We are always looking for opportunities for your business to reduce its tax liability, with proactive tax planning. We also advise clients on international corporate tax and on issues arising from cross-border transactions, into and out of the United Kingdom.
If you are unsure of the best course of action for your business, Coddan can advise you on the best location and type of business entity, and can tailor a solution to your needs. If you wish to retain Coddan in a professional capacity, you can apply for an initial consultation appointment by following the link below.
No, but they are able to sign most of the forms that companies need to submit to Companies House.
Must a Secretary also be a Natural Person or Can They be a Corporate?
The new provisions relating to natural directors do not apply to secretaries. Secretaries can still be corporate bodies.
Will Directors Still Have to Provide Their Residential Address to Companies House?
Yes. Every director must provide both their usual residential address and, for each directorship, a service address. The service address will be on the public record; the residential address will be protected information. A director may choose to use his residential address as his service address; in which case the fact that the two addresses are the same will be protected information.
What Does the Introduction of Service Address Mean for Directors?
Directors will still need to file their residential address with Companies House but they will also have the choice of filing a service address. The service address can be the same as the residential address, or the registered office address, or it can be somewhere different. The residential address will be held on a private register only available to predetermined organisations.
Which Directors' Addresses will not be Provided to Credit Reference Agencies?
Credit Reference agencies will not be able to obtain the usual residential address of any director who is the beneficiary of a valid Confidentiality Order on 30 September 2009 or who has made a successful application to the Registrar on the grounds that he or she is: -
At serious risk of violence or intimidation as a result of the activities of a company of which he is a director;
Or has been, employed by the police or security services;
Providing, or has provided, goods or services to the police or security services.
Will There be a Minimum and Maximum Age for Directors?
The Act introduces a minimum age for a director of 16.
Can the Company Just Have a Sole Director and No Secretary?
Yes, as long as it is a private company and from 1st October 2008 that the director is a natural person.
When Will it be Possible for a Company to be Relieved from the Statutory Obligation to Allow Anyone Access to its Register of Members?
Once a company has filed its Annual Return made up to a date, it will be subject to the 2006 Act's provisions relating to access to its register of members. This means that: -
The request for access must include the name and address of the persons seeking access and say what the information is to be used for, whether it will be shared with anyone else and if so, to whom and for what purpose;
The company must, within five working days, either comply with the request for access or apply to the court;
The court will allow the company not to comply if it is satisfied that the access is not being sought for a proper purpose.
About Your Officers' Responsibilities
Every company' director and secretary has a personal responsibility to ensure that statutory documents are delivered to the Registrar as and when required by the Act. In particular: -
Company' accounts;
Company' annual returns;
Notice of change of directors or secretaries or in their particulars;
Notice of change of registered office;
The register of members;
The register of directors and secretaries;
The register of directors' interests;
The register of charges.
Please bear in mind that this is an obligation of a company registered in UK to file annual returns and annual accounts with the UK Companies House even if company has been dormant. Unless a company is claiming exemption as a medium-sized, small, audit-exempt or dormant company, the accounts will include: -
A directors' report(s) signed by a director or the company secretary;
A balance sheet signed by a director;
A profit and loss account (or income and expenditure account if the company is not trading for profit);
An auditors' report signed by the auditor;
Notes to the accounts; and
Group accounts (if appropriate).
You are therefore advised that if annual returns are not filed, the company will go through administrative dissolution and finally will be struck off from the Companies' Registrar. If you file the annual return late or not at all, the company and its director(s) and secretary can be prosecuted. Please note that annual returns are quite separate from annual accounts.
If accounts or annual returns are not filed, all the directors of the company could be prosecuted. Failure to deliver documents on time is a criminal offence. On conviction, a director could end up with a criminal record and a fine of up to £5,000 for each offence.
Alternatively, if the Companies' Registrar believes that the company is no longer carrying on business or in operation, he could strike it off the register and dissolve it. If this happens all the assets of the company, including its bank account and property, generally become the property of the British Crown. On average more than 1,000 directors are prosecuted each year for failing to deliver accounts and returns to the Registrar on time. Persistent failure to deliver statutory documents on time may also lead to a director being disqualified from taking part in the management of a company, for a specified period.
You could, potentially, be disqualified, prosecuted or made liable for company debts if the law is broken. You could be subject to criminal proceedings, if the company trades fraudulently, or if company funds are misappropriated. If you are also a director, you could be held personally liable for the company's debts, if there has been wrongful trading. Failure to ensure that the directors are acting properly in the conduct of the business could leave you with personal responsibility for its debts.
The company secretary's role is an extremely important one, and in some cases it is advisable for a professional to be appointed. They must ensure that all rules regarding the giving of notices and the making of returns to Companies House are complied with, also that the company's statutory books and documentation give an accurate up-to-date picture of the company's business.
In order to minimise the risk of being accused of wrongful trading, a director should make sure that: -
Potential problems relating to the solvency of the company have been discussed with the other directors;
An accurate record of any discussions has been kept;
The company has adequate up to date financial information.
If a director finds himself a director of a company that has become insolvent he should take immediate professional advice. Under Insolvency Legislation, disqualification orders can be made against company directors. The responsible insolvency practitioner is required to report to the Department of Trade and Industry on the conduct of all company directors involved in an insolvent liquidation. A disqualified person is prohibited from taking part in the management of any company.
A disqualification order issued by a court may ban an individual not only from acting as a director of a company but also from acting as a liquidator, receiver or manager of a company's property and from having any connection with the setting up or management of a company without the permission of the courts, for up to 15 years.
A person who breaches such an order commits a criminal offence punishable by imprisonment or fine or both and may be made personally liable for any debts of the company in respect of which he or she acts.
A director's disqualification may arise from misconduct, unfitness, participation in wrongful trading and/or other grounds. It's advisable for the new business owners and to the foreigners, who are not familiar with the UK rules and regulations to appoint our nominee secretary to avoid such sort of problems which were mentioned above.
About the Nationality and Immigration Status of Company Officers
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits. Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national. To register a company in the UK you must have a valid registered office address in England or Wales.
Board Meetings
The secretary handles all preparation and subsequent paperwork arising before and after board meetings. There are things that the secretary should do before a board meeting: -
1. The secretary should inform all directors of the date, time, and location of the meeting, in addition to distributing the agenda and any other documents. 2. The secretary must check whether the company accountant should attend the meeting. The meeting may only require the presence of the accountant for part of the meeting and should therefore receive an agenda and any relevant paperwork. 3. In preparation for the meeting, the company secretary should produce extra copies of the agenda for the meeting. 4. When preparing the agenda, the company secretary should remember to include issues that occur on numerous occasions. These may include staff reports, and any matters that were not completely resolved at previous meetings. 5. As a matter of common sense, company secretaries should always ensure that the meeting room has all the appropriate things needed for the meeting. Secretaries should always take a copy of the company’s memorandum and articles of association in case of any issues raised, and any other relevant documentation for the meeting. 6. Secretaries should note every member in attendance for the minutes of the meeting, and make note of absentees. 7. A quorum should be present at the meetings, and arranged by the company secretary. This ensures that an independent, uninvolved body can deal with any interests of the directors may have. 8. The company secretary must take all notes and transcribe any decisions that they agree on at the meeting. One should understand that the document produced by the secretary at the end of the meeting should not be a verbatim (as in, a direct, word for word transcript of the meeting). 9. When taking the minutes the company secretary should note the times of arrival for all the members, and note anyone who arrives after the meeting has started and left before the meeting concludes. 10. The secretary may act as a mediator at the meeting and advise on any matter when asked. Usually, questions of how the business is running will arise and the company secretary may have to address this. The secretary may choose to defer answering if the subject discussed involves unlawful conduct or anything that goes against the company’s memorandum and articles of association. 11. If the meeting requires any outside parties, the secretary should be ready to call upon them at the appropriate time. 12. At the conclusion of the board meeting, the company secretary should assure that no confidential papers have been accidentally left behind directors and meeting members.
Post-Meeting Duties
In the event that the company makes a decision during the board meeting regarding the payment of a dividend, the secretary will need to inform the regulatory information service; the company secretary should inform them about anything regarding shares, and whether they need to postpone payment.
The secretary should send a memorandum letter to all relevant parties after the meeting in order to inform them about what action they will need to take (if any decisions were made at the meeting that require it).
If a manager or director requires a report before the next meeting, the secretary must ensure that they receive it, or that they alert the appropriate members regarding the matter.
After typing the minutes of the meeting, the secretary will usually send it to each director that was present at the meeting. Directors are free to make written comments and issue them back to the secretary for amendment. From there, secretaries may retype the minutes and then redistribute them.
If a company member raises concern about the wording on a particular point in the minutes of the meeting, then the chairperson will have to approve any amendment before they approve the amendment.
It is often preferable to omit anything from the meeting that is an expression of individual opinion, though at the request of the director they may include that an individual member disagreed with the issue against the board.
Annual General Meetings
All companies are required to hold annual general meetings (the first one, no longer than fifteen months after incorporation). The secretary’s role within the AGM is as follows: -
The company secretary will usually issue the normal resolution that will give the board authority to allot securities up until the date of the next AGM.
The secretary distributes the special resolution to allot equity securities to a certain amount, which will expire at the end of the next AGM distributes.
The company secretary must also conduct matters regarding the audited accounts. Here is a list of points that may be relevant to the company secretary: -
If the report and accounts have a chairperson’s statement, then three copies of the notice of the meeting and accounts will be required, with signatures.
The secretary is to sign the notice of the meeting, and the report of the directors on behalf of the board. An auditor’s signature is required on the auditor’s report.
The secretary will send copies of the report and accounts to the signatories for proof before drafting a final version that they distribute to shareholders.
The secretary will consult either the company registrar or firm of service registrar for dividend, to prepare dividend warrants for shareholders after the approval at the annual general meeting.
The secretary may need to prepare proxy forms for dispatch accounts and reports to all shareholders.
Company solicitors are usually present at meetings, and it is therefore the job of the secretary to ensure that they know the place, time and date. Company auditors are entitled to attend all meetings, and therefore the secretary will have to ensure that they know when a meeting will take place.
When the shareholders receive the forms of proxy, and secretaries should verify it against the register of members. The secretary should make a report on the result of the proxy count and this should be available to the board after the expiry deadline for receipt of the proxies.
If the board issues numerous proxy cards against any resolution, secretaries may want to prepare ballot papers in the event that a poll is required.
At the annual general meeting, the secretaries should distribute copies of the register of members; the secretary should do this in case identification is required for people within the meeting.
Secretaries should provide attendance sheets for the company shareholders and members of the meeting.
In case of inspection, a company secretary should make the register of the director’s interests and director’s contract available.
The company secretary should prepare an order of proceedings, illustrating the numerous resolutions that may need to pass through the meeting.
As a general consideration and for practical reasons, company secretaries should always make sure that prepare everything for the meeting in advance. This may include things like booking a certain room, ensuring that there are refreshments, and facilitating any external devices that may be required, such as an OHP.
Other Duties
The payment of dividends for the company's shares or interest on debentures is usually the responsibility of the company secretary. It is not widely known that company secretaries can enter into certain contracts on behalf of the company. The responsibility of assuring that correct and accurate company documents arrive at the Registrar on time, is the responsibility of the company secretary. One must remember that the company secretary is to ensure the compliance of the provisions within the Companies Act and the memorandum of articles.
Dividends
The arrangement for the payment of dividends is usually the responsibility of the company director. The articles of association provide the priority of the payments for dividends when a company has a different class of shares. Companies pay the distribution of shares as dividends, specified by a certain amount per share. The payment of dividends can be a tricky procedure. For this reason, it is always adviseable to create a control sheet in order to monitor the process.
Check Your Order Status
It was a legal requirement to appoint a company secretary before the introduction of the Companies Act 2006. Now that it is no longer a requirement, many companies make the mistake of thinking that a company secretary is not necessary, which is not the case. People tend to overlook and in turn, underestimate the duties of a company secretary. 
Company secretaries are usually required to perform several duties to ensure the continuity of the company member details, and to prevent the business from being penalised. A staple of their job is also to ensure that they prevent fines incurring. Therefore, it may be required for the company secretary to maintain the company register, which covers all members such as directors and secretaries, and the register of director's interests. The more common duties include filing the annual returns and any other documents that may be required, including preparing resolutions and legally amending company details. In some instances, a company secretary may also have to take the minutes of meetings. 
In its most professional sense of duty, a company secretary can also help guide strategic decisions on behalf of the company, much like a director's assistant or advisor. The secretary may take it upon himself or herself to ensure that newly appointed directors are knowledgeable on all procedures within the company, which may include some sort of formal induction. At the same time, the secretary should be knowledgeable enough to be able to advise directors on ethical procedures.
Please bearer in mind, that the new Companies Act doesn’t decline secretary duties and responsibilities, all of them need to be done, complete and file in accordance with law. Since April 2006, all corporate secretaries’ duties and responsibilities can be done by a sole director. To help you to make a final decision do you need to appoint a secretary or not, please read the relevant information below.
Although there is no legal requirement for your company to have a seal, there may be circumstances when a seal is required. Although many contracts require only a signature, possibly witnessed, some require the authority of the attachment of the seal to the document.
Failure to carry out some of duties can result in the company being charged a considerable amount of money or even in the directors being prosecuted. To help you avoid this we provide a nominee secretarial service to ensure that these statutory requirements are fulfilled, we fulfil all filing requirements on your behalf, so the company's records are kept fully up to date at all times. We can help you to prepare and file-out non-trading accounts, prepare and file annual returns. 
Charity secretaries' duties in this area include: ensuring the correct appointment of trustees, that they are: not disqualified in law. Eligible to be trustees under the provisions of the governing document. Appointed according to the procedure laid down in the governing document. Organising the induction of new trustees. 
Whether you are starting up a new company or running a successful, established one they all need careful, skilled administration. This is another time and hassle saving specialist service Coddan provides to the business owners. We will help you to ensure that your company complies with its obligations under the companies law. Directors' obligations change on a regular basis and some major changes are heading our way soon. 
From time to time even the best-run business needs some advice or a second opinion. Healthy businesses plan for the future and having an independent review of your strategy can really help - our consultants act as advisers to many industry sectors and can offer you the benefit of having seen what works and what does not. Using the best accounting, budgeting, planning, and reporting tools, we can ensure that you have all the information you need to face future challenges.