Directors and Secretaries Guide, Role and Duties of a Company Secretary
. Can anyone be a director? Generally, it is up to the members to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are: the person must not have been disqualified by a court from acting as a company director (unless he or she has been given leave (permission) to act by a court for a particular company); the person must not be an undercharged bankrupt (except with leave of the court); in Scotland, anybody under the age of 16; and for a Public Limited Companies or their subsidiaries, anybody over the age of 70 unless specifically approved by a general meeting of the company.
Companies must keep a register of directors and secretaries, which must be available for public inspection. Directors are not generally required to own share's in the companies that they manage, but there is nothing to prevent them from doing so, and they often do. Among other things, the directors are responsible for the management of the company. The directors are responsible for ensuring that the company does everything that it is obliged to do by law. All directors are personally responsible for ensuring that the accounts are prepared, circulated to the members (those who own the company), and delivered to Companies House on time. In particular: accounts (only for limited companies); annual returns (Form 363); notice of change of directors or secretaries or in their particulars (Forms 288a/b/c); and notice of change of registered office (Form 287).
Does every company need a secretary? Yes. Section 283(1) of the Act says every company must have a secretary. Section 283(2) states that a sole director cannot also be the secretary. Does a company secretary need any qualifications? The company secretary of a public limited company needs to be qualified as explained below. The company secretary of a private limited company needs no formal qualifications.
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Further information
Company Secretary Guide - Guidance Notes from Company Registrations Online. In order to comply with the Companies Acts all limited companies must have a company secretary who is responsible for ensuring that the company's statutory obligations are met. We either are formally appointed as your company secretary or we support the official company secretary to enable him or her to comply with the statutory rules. With our Company Secretarial Service we prepare the necessary documents for compliance with statutory requirements on behalf of your appointed company secretary. We handle the filing of accounts and annual returns, and address the needs relating to any change in the company structure including allotment of shares, transfer of shares and appointments and resignations of officers.
The company secretary often acts as the chief administrative officer of the company and the directors can then concentrate on running the business.
The range of duties and responsibilities given to your company secretary will depend on the size of your company and the nature of the business. We can assist whatever the size of your company whether a small one man business using our basic service or a company with millions of pounds worth of turnover where we organize and attend formal board meetings and assume administrative roles on issues such as property, health and safety, and data protection. With the larger companies we usually prepare a quotation for regular work such as preparing for and attending board meetings, while other work is charged for at a previously agreed rate.
The directors of public and private limited companies are legally required to appoint a company secretary. The company secretary acts as the company's chief administrative officer and is responsible for a broad range of corporate governance duties answerable to Companies House.
The position must not be taken lightly for obvious reasons; any default by the company can lead to civil charges being brought against the directors and the company secretary. Equally, any breach of trust or duty by the company secretary can be severely penalized by Companies House - particularly in relation to the company's assets where the penalties can be very severe indeed. Companies House is especially strict concerning the timing of filing of company accounts and will impose standard fines automatically if deadlines are not met. Don't let these penalties deter you though; if you abide by the rules set out very clearly by Companies House, with the correct attitude you should have little cause for concern.
A director of a new company being asked to supply a directors guarantee for a credit facility should not be surprised: the same person could not obtain a company overdraft at their bank without a personal liability.
When the applicant completes a credit application form, you may ask what other directorships they have. You may find that the other company connected with the credit applicant has very little or nothing to do with your applicant in the way of business: but share directors. It's not to say that an applicant, who is part of a number of companies, will give you extra reason to request a guarantee or to reject the application, however, you may want to secure your position as a creditor. The more guarantees, the better!
As a director, the law says it is up to you must keep control of the company and to seek assistance if necessary. Directors of limited liability companies are personally liable for the debts of a company if trading continues after there is no longer any reasonable prospect of avoiding insolvency. The Director or Shadow Directors have to make a contribution, without limit from personal funds, as the court sees fit.
This is to enable compensation, not to punish those concerned. The Director or Shadow Directors have to make a contribution, without limit from personal funds, as the court sees fit. This is to enable compensation and also to punish those concerned.
Nominee Secretary Service for Public Records for one year: Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. This service is primarily designed to help people keep non-trading companies fully compliant with the law. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. If signatures or verification documents are required extra charges will apply. Preparation and submission of the Annual Returns (payable fee additional).
Economy Plan
£ 75.00
Renewal fees from £75.00
Nominee Secretary For Sole Director Company: The nominee services can be used to maintain anonymity or simply provide an additional officer to comply with the legal requirements. Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. The nominee secretary's signature on the forms to open a bank account (no extra fee). If signatures or verification any other documents are required extra charges will apply. Preparation and submission of the Annual Returns (payable fee additional).
Premier Plan
£ 150.00
Renewal fees from £150.00
Nominee Secretary For Trading Companies: Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. We will complete and file the Annual Return on behalf of your company. This will include the fees for the filing of the official documentation. The nominee secretary's signature on the forms to open a bank account (no extra fee). Our Company Secretary fee covers the cost of reasonable handling of official company documents, which will be sent via the normal postal service. If signatures or verification any other documents are required extra charges will apply.
Legal Requirements
A company secretary's typical 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. Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action. 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 company is bound by any document expressed to be on behalf of the company and signed by a Director and the Secretary or two Directors (s. 36A Companies Act 1985).
UK REGISTERED OFFICE ADDRESS FACILITY: REGISTERED OFFICE ADDRESS IN LONDON, EDINBURGH, GLASGOW, LIVERPOOL, ETC.
All UK registered companies are legally required to have a registered UK address. It is the address of a company to which Companies House letters and reminders will be sent. The registered company address can be anywhere in England and Wales (or Scotland if your company is registered there). The company registered address must always be an effective address for delivering documents to the company, and to avoid delays it is important that all correspondence sent to this address is dealt with promptly. If a company changes its registered UK office address after incorporation, the new address must be notified to Companies House on a form 287.
If necessary, we can also provide a more extensive general mail forwarding service. Upon special request, we may provide registered address services across the UK (in any city or town) and we may provide you a telephone number with call forwarding from any UK city and town. If You Have Not Yet Incorporated Your Company, You will be Able to Request Prestigious London Registered Office Address with Mail Forwarding Facility: You Can Check all Prices and Incorporation Packages Here
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Every company must have a registered office at which official documents can be served Companies Act 1985 section 287(1)) and this address should be displayed on all business letterheads and order forms of the company (section 351). In the case of a company registered in Scotland the registered office must be located within Scotland. An English address will not be acceptable. If required, we can provide a registered official office for your company in London, Liverpool, Edinburgh or Glasgow. This service is particularly useful for smaller companies, such as those being run by a sole director from home, where a separate address for service of routine paperwork from authorities such as Companies House and the Inland Revenue may be required for various reasons. Our annual fees for registered address facility are £50.00.
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Postage and nominal handling charges are payable in addition. We require a deposit of £30.00 towards postage overseas, and when this runs low we will ask you to top it up. Please note this service is not a mail handling service, and our address cannot be used as your company's business address. We only to deal with mail which has to be sent to the company's registered office, such as certain statutory letters and court documents. If you require a mail handling service, we are happy to recommend our Virtual Office service. We have been providing mailing (business) address services in London, including confidential private post boxes, accommodation and street addresses. For whatever reason you may need our services, we offer you a confidential, professional and flexible service tailored to suit your needs.
When you need a strategic business address in a prime location with access to meeting rooms and office infrastructure without the actual office. Coddan's virtual or serviced offices service can help you get connected. Your incoming calls are answered in your company name and transferred to a number of your choice or to voicemail. Your post is sorted and forwarded, and faxes are handled according to your own personal preference. Meeting rooms and other office services are available at preferential rates whenever you need them. So for a virtual office with very real benefits, get connected, get virtual office in London or Glasgow, we may help to establish a virtual office in USA. Virtual Office Services for Foreign Businesses Who Wish to Establish a UK Presence: You Can Check Virtual Offices and Meeting Facilities Here
Coddan provides a number of addresses for use as a registered office for your company. Our registered office address will be recorded at Companies House and all official mail will be forwarded to your designated address. We will also display your company name outside of our offices as required by law. We offer registered office address in London W1, London WC1, London NW3, Liverpool, Manchester, Cambridge, Edinburgh and Glasgow registered addresses. You Can Buy a Ready-Made Company With Registered Office Facility in London, W1: Let Me to Check Shelf Company From Your List of Ready Made LTD and LLP
We provide businesses from all over the world with Mail Forwarding, Telephone answering, Fax Forwarding, Meeting Room facilities - in fact everything to enable you to have a London presence all for the best price on the internet. For as little as £200.00 per month you receive all of the following:
A prestigious mail-forwarding address in London; Daily mail forwarding service; Your own telephone number answered in your own name; Your own fax number; FREE Usage of meeting rooms fitted with an array of equipment and high speed internet access (4 hrs. per month); Fax forwarding via e-mail; Use of the above address and telephone details for business cards and letterheads; Out of office hours, callers are diverted to our voicemail service. Messages left here are then emailed to you using our automated voice to email system; Our meeting rooms are available for hire to our virtual office clients at short notice; Located in the heart of the City of London, our meeting rooms offer both prestigious, comfortable surroundings for a venue as well as a central convenient position for parties to meet; Meetings can be for as little one hour or for a number of days; Conference facilities such as Broadband Internet access, laptops, television and Video and catering can be included if required; Our reception desk handles mail forwarding duties for our many local, national and international virtual office clients; Our mail forwarding facilities are both modern and efficient; Mail is sorted by client, logged and then dealt with according to our clients' instructions; Post is generally mailed to our clients, it can also be collected, faxed, or even scanned and emailed; Your virtual office address can be displayed on all of your company's literature both digital and printed; Mail forwarding is charged at normal postage cost plus a 10 pence handling charge per item; You will be asked for an on account deposit of £20.00 from which future postal charges will be deducted; This is then topped up on a regular basis depending on your usage.
We want to make the establishment of your company quick and easy. We have come up with a unique fast-track system which will allow you to own a company and sign on its behalf in as little as 4-8 hours. Unlike most firms offering this service, our system is completely transparent and easy-to-follow, with all costs being clearly outlined up-front. For more information about our company incorporation packages, please e-mail info@ukincorp.co.uk or call: Call FREE 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318 Not Sure How to Set up a LTD Company? Click on This Link to Learn More
Live Help: Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours, our business center will be closed. When you click on the button, you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
We accept phone orders during normal business hours. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars. If you call and receive voicemail, just leave your name and number, as clearly and as possible, and we will call you back as soon as possible.
Monday - Friday: 9:30am to 17:30pm Saturday: (offices are closed) Sunday: (offices are closed) Holidays: (offices are closed on all recognized UK holidays).
Money and Payment Policy: Coddan accepts all major currencies. We accept Visa, Visa Electron, Visa Purchasing, JCB, MasterCard, Solo, Switch and Delta. We do NOT charge "surcharges" for credit card transactions. If you do not feel comfortable transmitting your credit card number and other information on the Internet, we suggest you place an order online, choose "Credit Card via Phone" as the payment method, and then phone in to give us your credit card number over the phone. We will charge your credit card manually. Pre-payment with cashier's check or money order is accepted. We accept wire-transfer from anywhere. After you place your order, details about the wire-transfer process will be e-mailed to you on the second e-mail notification. If you missed that e-mail, please call our toll-free number that is given on the order confirmation.
UK Registered Office Address Office Facility and Registered Agent Service From £50.00 (per annum) Your registered office is the legal address of the business (not necessarily its trading address) at which Companies House, the Inland Revenue and legal authorities can serve official documents and assume that they have been received by the Company Directors. Although a company is a legal person it has no physical characteristics. In order that people can communicate with it, it is regarded as being present in at least one physical location, known as its registered office.
Every company must have a registered office address (Companies Act 1985 Section 287 (1)): it is the "home" of the company to which all official documents, notices and court papers have to be sent by law (Section 351). The address must be a physical location, not just a post office box.
This is because people have the right to visit your office to inspect certain registers and documents, and to deliver documents by hand.
There are various registers and documents, which will normally be kept at the UK registered office. These have to be available for inspection by members, creditors or the general public as appropriate. In some cases, but not all, there is provision for the documents to be held elsewhere. In each case, relevant documents should be available for inspection during business hours and for at least 2 hours a day. Refusal of anyone entitled to inspect these documents is an offence.
The company registered office address can be anywhere in England or Wales, and must always be an effective address for delivering legal documents to the company, and to avoid delays it is important that all correspondence sent to the address is dealt with promptly. For companies wishing to maintain a registered office address separate from their trading address or directors home address we offer a registered offices service. Official documents, such as documents from a court, are normally served on a company at its registered address, and official correspondence is usually sent to the UK registered address, for example official letters from the Inland Revenue and the Registrar of Companies.
Coddan CPM LTD provides registered address for your business for the agreed fee, which is renewable annually. Renewal invoice is issued each year several weeks prior to the renewal date. If payment is not received this service ceases and we expect immediate notification of your new registered office so we can inform Companies House.
In the event that a new registered address is not provided to us we are obliged to inform Companies House of your last known contact details and advise them that your company no longer has a qualifying registered UK address as far as we are aware. If they then determine that your company no longer fulfils the requirements for registration as a United Kingdom company they may decide to delete your company from the Register.
IMPORTANT: office address must under no circumstances be used as or be advertised as a trading or general correspondence address.
Since the point of having a registered address is to allow the service of official or legal notices to be made at a recognised location, the internal means by which such documents are processed after delivery should also be given due attention. There have been instances where documents requiring instant action were filed. In one case, documents giving notice of a legal hearing for a winding-up order of a leading United Kingdom company were filed, and, because there was no reaction, to the considerable embarrassment of the company, the case was listed. Due to the listing the company's bank was forced to indicate that unless there was immediate clarification they might need to refuse to honour the company's cheques!
Thus a responsible person should oversee the receipt of post and ensure such notices are brought to the prompt attention of someone in authority and that appropriate (and timely) action ensues. As the registered number is a means of identification of the legal person and the registered UK address confirms the location of the legal person, both must appear on all business letters, invoices, statements and order forms etc. In view of the requirement also to state the country of incorporation, it is normal to use a form of words such as the following, and to instruct printers to incorporate them on all such business stationery.
Can I Have a Registered Address Outside the United Kingdom? NO. You may have offices outside the UK, but the registered office for any United Kingdom limited company must be in the United Kingdom. This is a legal and administrative requirement. A correct copy of some documents must also, by law, remain at the registered address.
What are a British or Scottish Registered Office Address? For the purposes of the official lodgement of papers (matters concerning the corporate entity, legal actions, notices, etc.) and to comply with the principle that people have a right to know with whom they are dealing, every company must have United Kingdom registered address. The address must be registered with Companies House under the Companies Act 1985 and 1989, and it is a requirement of every limited company. The registered address (office) can only be within the country in which the company is incorporated although there are EU proposals that would allow a company to move its registered office within the EU.
The registered address can be anywhere in England, Wales or Scotland (we are able to offer this service for Scottish companies), provided the company is registered in that country. The address of such office on registration and all changes thereafter must be notified to the Registrar (although it is not necessary to state the actual address as opposed to the country of registration in the Memorandum).
Your company's first official company office must be stated in your application for registration (Form 10) to the Companies Registry. The incorporated office MUST bear your company name and appear on your company documentation. If you wish to change your company incorporation office within England and Wales you may do so provided you notify the Companies Registry within fourteen days of the change using the prescribed form (Form 287). So that others know with whom they are dealing, you must comply with certain company identification requirements.
These requirements specify the particulars, which your company must disclose on its letterheads and other business documentation. The company name, registered number, place of registration and registered office must be on letterheads and other company stationery. The name of the directors need not be included, but if they are, all must be stated. The name of the company must also be displayed at every place of business and must be both conspicuous and legible.
Any alteration in location of the official office must be filed with the Registrar. A fourteen-day period during which both old and new offices are valid for the service of notices is allowed. If a company is required to move without notice (for example, because of a fire or other disaster, or the unexpected action of a landlord), the penalties for failure to notify the change of office to the Registrar are waived provided notification of the new office is made within fourteen days of the enforced move being known.
Registered Office Address: Distinction from Trading Address A company may have a legal office address at some place other than its trading address where, for instance, the trading address is a factory which is not suited for the receipt of official documents or communications addressed to the company. There is no real correlation between a company's registered office and the office from which the company actually trades. Thus, a company with a legal office in London can trade anywhere it wishes, whether that be in England, Wales, Scotland or any other place.
However, in practice a company will generally have its incorporated office at either its trading address (where that trading address is in England and Wales in the case of companies incorporated in England and Wales or Scotland in the case of companies incorporated in Scotland) or at some other place in the jurisdiction of incorporation which
Directors and Secretaries Guide
The Company Secretary. Fact Sheet
£ 49.95
Nominee Secretary Service for Public Records for one year:
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
If required, we can provide a 
A prestigious mail-forwarding address in London;
Your registered office is the legal address of the business (not necessarily its trading address) at which Companies House, the Inland Revenue and legal authorities can serve official documents and assume that they have been received by the Company Directors. Although a company is a legal person it has no physical characteristics. In order that people can communicate with it, it is regarded as being present in at least one physical location, known as its registered office.