How to be a Company Secretary? Company Secretaries' Responsibilities
. By law, every limited company needs to have a company secretary (as well as at least one director). The company secretary may also be a director, but in this case, there would need to be two or more directors. The main responsibilities of a company secretary are administrative in nature - ensuring documentation is completed and returned to Companies House and signing off company accounts (although only the directors have any legal responsibility for the contents). The exact role will depend on the size of the company, with only occasional administrative tasks required by the typical small business.
Appointing the Company Secretary. If you are using a company registration agent, you may well be able to appoint directors and the company secretary when setting-up the company online. Otherwise, you must inform Companies House of the appointment using Form 288a. If the secretary is dismissed or resigns, you must use Form 288b. Any changes in personal details should be communicated via Form 288c. If you are in any doubt about these forms, always ask Coddan CPM who will deal with such start up matters on a daily basis.
Typical Responsibilities. Although the responsibilities of the company secretary will vary from firm to firm, there are a number of tasks such a person would typically carry out. It is worth bearing in mind that the company secretary does not have any special rights under the Companies Act. The company must submit an Annual Return to Companies House each year (returned within 28 days of receipt). You must keep Company House updated of any changes to the company's registered office address (Form 284) or any changes to the personal details of the directors' or the company secretary (Form 288c). You must file the company's annual accounts with Companies House within 10 months of your Year End. This is usually done by your accountant, but the company secretary is ultimately responsible for ensuring this task is done. You must also inform Companies House of other changes, e.g. to the company's year end date, or any changes to the company's share structure.
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Company secretarial compliance service. Our team is available to ensure your company complies with all the requirements of Companies House. We can help with: maintaining statutory registers; preparing minutes of directors' and shareholders' meetings; preparing and filing Annual Returns; document preparation covering a wide range of requirements e.g. written or elective resolutions; preparation of annual general meetings; preparation of dividend vouchers and minutes; allotments and transfers of shares; the provision of a registered office. 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. We will ensure your company is in the best possible administrative shape should you want to sell, obtain credit or attract investors.
As an officer of the company at the centre of the decision making process, the Company Secretary is in a powerful position of influence. The Company Secretary should assist and guide the directors in their pursuit of profit and growth but should also act with integrity and independence to protect the interests of the company, its shareholders and its employees. Today's Company Secretary should play a pro-active and central role in the governance of the company. This requires excellent communication skills, a thorough knowledge of the company's business and applicable regulations, strength of character, integrity, and above all a professional approach.
This recognises that the Company Secretary is key to the efficiency and effectiveness of the board and to the smooth running of the company. To fulfil the role, the Company Secretary must not only keep up to date with relevant legal, statutory and regulatory requirements but also be able to give impartial advice and support to directors (in particular, non-executive directors who might not have such detailed knowledge of the company as the executive directors).
They must ensure that the procedure for the appointment of directors is properly carried out and they should assist in the proper induction of directors, including assessing the specific training needs of directors/executive management. They need also to be available to provide comprehensive practical support and guidance to directors both as individuals and as a collective with particular emphasis on supporting the non-executive directors.
They should also facilitate the acquisition of information by all board and committee members so that they can maximise their ability to contribute to board meetings, discussions etc.. Further to these tasks, they need to assist in the compilation of board papers and to filter them to ensure compliance with the required standards of good governance. It may also be part of the Company Secretary's role to raise matters which may warrant the attention of the board. They should ensure compliance with all relevant statutory and regulatory requirements and that due regard is paid to the specific business interests of the company, for example, a manufacturing company may require a different approach from that of a bank or a financial services company or from that of a charitable company. They also need to assist in the implementation of corporate strategies by ensuring that the board's decisions and instructions are properly carried out and communicated.
Further to this, they should be available to provide a central source of guidance and advice within the company on matters of business ethics and good governance.
Responsibility for ensuring compliance with these matters ultimately rests with the directors. However, by making the Company Secretary liable, the Act not only recognises that the directors usually rely on the Company Secretary in this regard, but also provides a strong indication that they should give the Company Secretary responsibility for or an involvement in these matters. This is reinforced in the case of public companies by the requirement that the directors appoint as Company Secretary someone they believe is capable of performing the functions. Indeed, a director will often escape personal liability if they are able to show that the breach was not caused by their own acts or omissions and that the board had appointed a suitably qualified Company Secretary with responsibility for these matters.
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).
THE COMPANY SECRETARY: HOW TO CHOOSE A SECRETARY, AND THEIR ROLE IN THE COMPANY
Every company is obliged to appoint a company secretary. If you accept this appointment, you will become an officer of the company, with legal responsibilities under the Companies Act. It is in everyone's interest to ensure that you are the right person for the job, and that you get adequate support in doing it. This briefing looks at your role, and covers: what qualifications you need, and who can appoint you. What your duties are, and when they have to be exercised. How to make the most of your role. What can go wrong, and what the consequences will be. 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. In a new company, the company secretary is automatically appointed by being named on Form 10, filed on incorporation. You need no formal qualifications to act as company secretary to a private company. The requirements are more stringent for public companies. Whether the company for which you are working is private or public, you must understand your obligations as an officer of the company. The Companies Act contains many requirements and around 150 offences. In many smaller private companies, the company secretary is one of the directors. Like the directors of the company, company secretaries who fail in their duties can be prosecuted.
The secretary is the chief administrator for the company. 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 it's actions (with the exception of the companies accounts, which are the personal responsibility of the directors). Secretaries 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.
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A sole director cannot be appointed as the company secretary. Nor can the company's auditor. Some people are prohibited by law from holding the office of company secretary - for example, undischarged bankrupts (unless given court leave). 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.
A Company Secretary's Role is Primarily Administrative: The secretary is responsible for ensuring that the company complies with the procedural rules and regulations set down in English law. A secretary has three main functions:-
Preparation of notices and minutes of meetings. Filing returns at Companies House. Maintaining and updating the company's statutory books.
Filing Annual Returns: As company secretary, the task of filing the company documents at Companies House will normally be delegated to you. You will have to check and amend the information which is sent out on the Annual Return form. You may also need to include additional information on the form, for example on share capital and on the current directors. The form must be returned to Companies House within 28 days of the date shown.
Other documents which must be filed include: the directors' report to the members of the company (ie the shareholders) unless your turnover is less than £2.8m (£5.6m for companies with a year-end on or after 30 March 2004). Financial statements, including details of the company's debts. The auditors' report, unless the company has a turnover of less than £1m a year (£5.6m for companies with a year-end on or after 30 March 2004).
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The Timing is Prescribed by Law: The first Annual Return can be filed at any time within 12 months of incorporation. Subsequent returns must be filed at intervals of not more than 12 months. The first annual accounts will have to be made up to a date not more than 18 months after the formation of the company. For private companies, the accounts must then be filed within ten months of the accounting year end. The first accounts must be filed no later than 22 months after incorporation.
Particularly in small companies, the company secretary is often expected to take on other duties as well. At all times, the company secretary's principal responsibility is to the directors. It may make sense for you to take on other administrative responsibilities. For example: PAYE and payroll. VAT registration. Insurance and pensions. Managing the company's premises and facilities. Company secretaries are often asked to take on responsibility for legal matters in general. You might be required to advise the directors on their duties, and to ensure that they comply with corporate legislation and the Memorandum and Articles of Association of the company. You might also be asked to ensure that they comply with other legislation, including data protection and health and safety legislation.
You might be asked to sign leases on behalf of the board, or to act as signatory for the board more generally, for example on the bank account or statutory documents. You might be asked to take responsibility for arranging adequate insurance to protect the company and the directors. Company secretaries are also frequently involved in negotiations with outside advisers, including accountants and lawyers. In a small company, your role may be restricted to delegating and monitoring the performance of an outside expert.
Ensure that official communications are quickly passed to your advisers. Inform your advisers in advance if you want to make any changes to the structure of your company (eg shareholdings, directors). Check documents carefully and sign and return them as soon as possible. In a larger company, you may want to take a more proactive role. Ensure that you are aware of the main statutory requirements for filings etc. Timetable annual events and provide warnings to others as necessary. Educate others about the importance of what you do.
UK LTD Companies from only £32.00! All Inclusive Company Registration. Each limited company package includes all statutory paperwork and is fully compliant with company law. All our private UK companies are general trading companies and can be used to conduct any type of business. A Certificate of Incorporation, and the Memorandum and Articles of Association of your company will be sent to you upon formation of your company. You can appoint your own directors and secretary BEFORE company incorporation. This is absolutely FREE. Our 4-8 hour online incorporation service enables you to register your company quickly and effortlessly. All government and filing fees are included in the cost of our E-Quick pack. All certificates and documents will be sent directly to you via email immediately following the formation of your company. It will take just 5 minutes to complete the online registration form, then your company could be up and running within 4-8 working hours.
THE E-QUICK PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. Company Pliers Seal - £20.00. 2. Laminated Hard-copy of the Certificate of Incorporation - £5.95. 3. Laminated Hard-copy of the Certificate of Incorporation, Bound Copies of the Memorandum & Articles, and Combined Company Register - £12.95. 4. Domain Name Registration for two years - £16.00. 3. Provision of a Registered Office Address for 12 months - £50.00. 4. Provision of a Nominee Company Secretary for 12 months - £49.95. 7. Certificate of Good Standing - £35.00. 8. Notarisation & Apostille of Documents.
What Could Go Wrong? According to the letter of the law, the job of company secretary in any company involves you in serious potential liabilities, as shown below. In practice, it is the qualified company secretaries, employed by public companies, with employment contracts which spell out all the responsibilities, who are most likely to be prosecuted for any serious wrongdoing. An unqualified company secretary, employed by a small private company, is unlikely to be prosecuted unless he or she is knowingly involved in serious wrongdoing.
In any company, it is the company's directors who have primary legal responsibility. Directors and company secretaries could be held jointly liable for failures to meet the provisions of the Companies Act (except for filing company accounts, for which directors alone are responsible). You could incur fines or even criminal charges for failure to file the Annual Return.
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. Fines may be levied for late filing.
It is very important from the company's point of view to provide an up-to-date picture for any new investors, to potential purchasers or to any bank which is considering lending to the company. The organisation of the company books is seen as a reflection of the organisation of the company itself. Other businesses have access to a company's records via Companies House and may be unwilling to trade with a company whose records are not up-to-date.
Coddan CPM LTD, acts as nominee company secretary providing a full company secretarial service, including:-
Ensuring all returns are filed at Companies House on time; Liaising with accountants to ensure accounts are filed on time; Preparing notices, minutes and resolutions for directors and company meetings; Updating statutory books; Dealing with share transfers.
We can also act as the registered office of a company, which we usually recommend, as the Company Secretary has responsibility for ensuring that all documents are filed at Companies House. Reminders, standard form annual returns and default notices are always sent to the registered office and it would be difficult to comply with our responsibilities if we were not receiving all relevant documentation.
Our products start from just £32.00 for our E-Quick service. This package offers fast electronic company registration documents and like all of our formation products is usually completed with in three hours. We have many Ready Made companies (readymade company stock), which are ready to trade, and can be transferred to you within hours. Click here for our Limited Company Registration costs and full details of our packages for limited companies or call us for free no obligation advice.
If you have any questions about the company establishment then please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318. Compare Prices of Various Forms of Companies: Let Me to Check Your Packages & Costs
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UK PRIVATE COMPANY SECRETARY. INTRODUCTION
All companies are required, pursuant to section 283, to appoint a company secretary. The appointment of the company secretary is the responsibility of the board of directors and, subject to the restrictions outlined below, any person, corporate body or a Scottish partnership may be appointed as a company secretary. In brief, the company secretary is the person within a company who is principally concerned with company administration.
As a rule, the corporate secretary does not have any involvement in the day-to-day operation of the business and DOES NOT become a signatory to any bank accounts. The client is free to appoint a replacement company secretary at any time if circumstances change whereupon Coddan will resign with no further charges.
If a new company secretary is to be appointed it is essential to notify Companies House on Form 288a. Copies of this form will be provided on request. The company secretary is one of the two officers that every company must have to fulfil the basic requirements of UK Company Law. Even if the director conducts day-to-day business entirely alone it is a requirement that another person takes on the role of secretary. Coddan performs this role for clients who do not have a suitable person willing to accept the role or for non-UK residents who require a signatory within the United Kingdom.
THE OFFICE OF COMPANY SECRETARY
The duties of the company secretary are not specified in detail in the Companies Act 1985 (Companies Act 1985) but at various places in the Act the company secretary is named as one of the persons who may sign prescribed forms on behalf of the company, make statutory declarations and sign the Annual Return. Additionally, the office of the company secretary is recognised by other statutes as a responsible officer.
These include the Taxes Management Act 1970, the Trade Descriptions Act 1968, the Unsolicited Goods and Services Act 1971 and the Data Protection Act 1998. The company secretary is an officer of the company as defined by s. 744 of Companies Act 1985 and consequently may incur personal responsibility for not complying with requirements of the Act affecting the company.
A corporate body may be appointed company secretary provided that, in the case of a company with a sole director, he is not also the sole director of the body corporate appointed company secretary. Although a partnership may be appointed company secretary in the name of the firm, in England and Wales this has effect as an appointment of all the partners as joint secretaries.
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.
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. In a new company, the company secretary is automatically appointed by being named on Form 10, filed on incorporation. You need no formal qualifications to act as company secretary to a private company. The requirements are more stringent for public companies. Whether the company for which you are working is private or public, you must understand your obligations as an officer of the company. The Companies Act contains many requirements and around 150 offences. In many smaller private companies, the company secretary is one of the directors. Like the directors of the company, company secretaries who fail in their duties can be prosecuted. 
Preparation of notices and minutes of meetings. 
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According to the letter of the law, the job of company secretary in any company involves you in serious potential liabilities, as shown below. In practice, it is the qualified company secretaries, employed by public companies, with employment contracts which spell out all the responsibilities, who are most likely to be prosecuted for any serious wrongdoing. An unqualified company secretary, employed by a small private company, is unlikely to be prosecuted unless he or she is knowingly involved in serious wrongdoing. 
