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
Coddan is Specialist in Nominee Secretary Company Formation and incorporation. Nominee Secretary Service by Coddan ensures the highest privacy and confidentiality. Nominee Structures. Nominee Secretary or Manager Services. What is a nominee Secretary or manager? Using nominee Secretarial when forming an offshore company. What is a nominee? What should you know about using nominees for an offshore company? Matter and to explore some strategies with this idea, let's first define what a nominee Secretary actually is. A nominee Secretary is someone who in fact is renting his or her name to you. In other words, the name of this person is used and not yours for the incorporation documents. They are also taking the positions on paper of the company Secretarial. As mentioned in other articles, the Foundation or Trust structure is basically an estate planning and asset protection vehicle. It is not an entity that is meant or permitted to engage in business activities.
Services to: form and manage offshore and Limited Liability Companies, Provision of Corporation, Nominee Secretaries, Nominee Officers, etc.; Register Trustees for offshore trusts; open bank or brokerage accounts. We can provide a full range of domiciliation, company and trust management services including: The provision of a registered office address, acceptance of service of process and official mail, the appointment of a company secretary together with notification of annual government duty payments, annual board meeting preparation etc. The provision of Nominee Secretary and Management Services: For the convenience of our clients we have created 3 levels of management service specifically tailored to meet the legal and business requirements of most offshore companies.
Subscribers may be individuals or corporate. Nominee shareholding is permissible through the services of our local licensed nominee company. The minimum number of Secretarial is normally one, however a single member company may also be registered under the Companies Act 1985. All companies must have at least one Secretary and a company secretary. These may not be members of the company and there is no restriction to their nationality. Upon request the service of nominee Secretary and company secretary are given by our nominee company. Every company registered in UK must have a registered office in UK. Normally this is the address of our Nominee Company in London or Scotland, unless the client provides us with an alternative address in United Kingdom.
It is recognized that there are some clients who require nominee Secretary services for their companies. We provide nominees corporate or individuals to fill these positions for those clients who require greater degree of privacy or who are concerned about residency issues. We require that you provide passport copies, executed Standard Deed of Indemnity and executed Secretaries Application Form. The essence of a nominee service is that it is the names of the nominee Secretary and/or Secretarial that are indicated in the corporate documentation, according to their designation. Thus the names of the company's beneficial owners are not disclosed to the Companies Registry, so that clients are ensured the utmost confidentiality.
Nominee Secretary Service - £49.95. Who is a Nominee Secretary?
Every company must have a company secretary (Companies Act 1985 section 283) who will perform a variety of tasks crucial to the smooth running of the company, which includes ensuring that the company's statutory obligations are complied with. Coddan will act as your nominee secretary or as a joint company secretary to ensure you are compliant with the Companies Act. 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 secretary is the chief administrator for the company (despite the name, the role is not a clerical or secretarial one in the usual sense). 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 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). The role of company secretary may most appropriately be the responsibility of an administrative director, finance director, chief accountant or the like. Only in larger quoted companies will the job of company secretary normally be the full extent of a full-time employee's duties.
Coddan undertakes to countersign approved documents under the director's instructions. We will not become involved in the affairs of the company but will act as signatory to documents only as required. Coddan relies on the director providing correct, up-to-date information to maintain the Register of officers, addresses, beneficiaries, business classification and other matters affecting the constitution of the company. We will complete and file the Annual Return on behalf of the company if the contract is current at the due date.
We can help ensure that incorporations are effected with the correct corporate structure, both as to type of company (public company or private company, guarantee company, etc.) and with appropriate provisions in the company's Memorandum and Articles of Association. Ongoing support and advice is then available on board and shareholder meetings, appointment and retirement of directors, share issues and transfers, and all other technical or procedural matters.
Nominee Secretary Service - £49.95. Who is a Nominee Secretary?
Every company must have a company secretary (Companies Act 1985 section 283) who will perform a variety of tasks crucial to the smooth running of the company, which includes ensuring that the company's statutory obligations are complied with. Coddan will act as your nominee secretary or as a joint company secretary to ensure you are compliant with the Companies Act. 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 secretary is the chief administrator for the company (despite the name, the role is not a clerical or secretarial one in the usual sense). 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 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). The role of company secretary may most appropriately be the responsibility of an administrative director, finance director, chief accountant or the like. Only in larger quoted companies will the job of company secretary normally be the full extent of a full-time employee's duties.
Coddan undertakes to countersign approved documents under the director's instructions. We will not become involved in the affairs of the company but will act as signatory to documents only as required. Coddan relies on the director providing correct, up-to-date information to maintain the Register of officers, addresses, beneficiaries, business classification and other matters affecting the constitution of the company. We will complete and file the Annual Return on behalf of the company if the contract is current at the due date.
We can help ensure that incorporations are effected with the correct corporate structure, both as to type of company (public company or private company, guarantee company, etc.) and with appropriate provisions in the company's Memorandum and Articles of Association. Ongoing support and advice is then available on board and shareholder meetings, appointment and retirement of directors, share issues and transfers, and all other technical or procedural matters.
Choose one of the following packages that will best serve you:
NOMINEE COMPANY SECRETARIAL SERVICE. NOMINEE COMPANY SECRETARY
There are no residency requirements for directors, shareholders or officers. Corporate or Trust entities may act as director, secretary or shareholder. Shareholders, directors and officers may be of any nationality and reside anywhere. Every company must have a company secretary in addition to its director or directors. If a private company has only 1 director that director may not also be the company secretary. We can offer a nominee company to act as your company nominee secretary.
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 CPM LTD 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. Our Company Nominee Secretary fee covers the cost of reasonable handling of official company documents, which will be sent via the normal postal service. This service DOES NOT cover trade correspondence or the use of express or courier services (except by prior agreement), if signatures or verification documents are required extra charges will apply. Coddan undertakes to countersign approved documents under the Director's instructions. Coddan will not become involved in the affairs of the company but will act as signatory to documents only as required. If you have any questions please E-Mail or call us: 033 0808-0089 or +44 (0) 207.935.5171, fax: +44 207.504.3531. Click Here For Coddan Incorporation Tools
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Our professional company secretary services to your company. It includes: acting as corporate secretary of your company. Assisting and advising on establishment of new companies. Organizing and witnessing required meeting of directors and shareholders alongside preparation of minutes. Preparing and filing Annual Returns. Alternation of director or secretary. Transfer of shares. Changing company name. Changing of company registered office address. Share allotment. Applying for deregistration of limited company.
Suggested Reading
While there are many benefits associated with running a business as a limited company, there is also a price to pay, which can be described generally in terms of complying with company law. The legislation surrounding companies often appears complicated and whether the limited company format is new to you, or whether you simply need a refresher of the key statutory requirements, we outline these below from the perspective of the company secretary. While company legislation does not define specific duties for a company secretary, this is an important role in ensuring that a company and its directors both comply with company law. The role of the company secretary might be described best as that of chief administrator!
The duties of the company secretary: maintaining statutory registers, completing and filing statutory forms and meetings and resolutions.
Maintaining statutory registers: All companies must maintain up to date registers of their key details, which include: a register of members, a register of directors and secretaries, a register of directors' interests in shares and debentures and a register of charges.
The details retained within these registers would include, for example, names, addresses, dates of appointment (and resignation) and the number and type of shares held.
Completing and filing statutory forms: part of the price of incorporation is that a company must make public information about itself which will be readily available at Companies House. Here the role of the company secretary would extend to ensuring that, for example:
The annual accounts are filed on time at Companies House. For a private limited company, under normal circumstances, this must be within 10 months of the end of the accounting year.
The completion and filing of the annual return (form 363s). This is a snapshot of the general information about the company, which must be checked closely and amended if necessary, signed and dated and returned to Companies House within 28 days of the date shown on the form. If this is returned late or not returned at all, the company, its director(s) and secretary may be prosecuted.
The potential completion of over 200 forms that the company could conceivably have to file at Companies House! The most common might include: changes in directors, secretaries and their particulars (Form 288), a change of accounting reference date (Form 225), a change of registered office (Form 287), allotments of shares (Form 88(2)) and an amendment to the Memorandum and Articles of Association of the company. Often, these forms have to be filed at Companies House within a specified deadline following the change.
Coddan relies on the director providing correct, up-to-date information to maintain the Register of officers, addresses, beneficiaries, business classification and other matters affecting the constitution of the company. Coddan CPM LTD will complete and file the Annual Return on behalf of the company if the contract is current at the due date. The Director is responsible for providing correct information and indemnifies Coddan against all liability for false or inaccurate declarations based on information provided to, or withheld from us.
We have many years experience acting as secretary for hundreds of companies so you can feel confident we have the required knowledge to perform this role. The nominee company secretary service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a limited company as sole director and shareholder whilst benefiting from the excellent support of a professional company. For non-UK residents this service often proves invaluable as Coddan are familiar with UK authorities and procedures.
If you want to become familiar with the description and the contents of companies formation packages, offered by Coddan CPM LTD and to find above, what kind of service is included in this or that companies registration package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within United Kingdom, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. The basic document package we provide will not differ significantly from that available at a major corporate law office. Institutional image items like the company Logo, Business Cards, Envelopes and other essential items for a good corporate image can be requested online. We create them; you can then choose where to print them and the medias to use. An online presence nowadays is part of building a successful company. Prospects can easily consult your services or products by visiting your corporate website and we can register it in online business directories and search engines as a form of very low cost advertising.
1. 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. 2. The company secretary of a private limited company needs no formal qualifications. 3. The company secretary usually undertakes the following duties: Maintaining the statutory registers. 4. Ensuring that statutory forms are filed promptly. 5. Providing members and auditors with notice of meetings. 6. Sending the Registrar copies of resolutions and agreements. 7. 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 section 239 of the Act. 8. Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings. 9. Ensuring that people entitled to do so, can inspect company records. 10. Custody and use of the company seal.
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 absolutely 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.
NOMINEE SECRETARY SERVICE - £49.95. WHO IS A NOMINEE SECRETARY?
Every company must have a company secretary (Companies Act 1985 section 283) who will perform a variety of tasks crucial to the smooth running of the company, which includes ensuring that the company's statutory obligations are complied with. Coddan will act as your company secretary or as a joint company secretary to ensure you are compliant with the Companies Act. 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.
Our professional company secretary services to your company. It includes: acting as corporate secretary of your company. Assisting and advising on establishment of new companies. Organizing and witnessing required meeting of directors and shareholders alongside preparation of minutes. Preparing and filing Annual Returns. Alternation of director or secretary. Transfer of shares. Changing company name. Changing of company registered address. Share allotment. Applying for deregistration of limited company.
We can help ensure that incorporations are effected with the correct corporate structure, both as to type of company (public company or private company, guarantee company, etc.) and with appropriate provisions in the company's Memorandum and Articles of Association. Ongoing support and advice is then available on board and shareholder meetings, appointment and retirement of directors, share issues and transfers, and all other technical or procedural matters. Once the company is registered, we can provide a company secretary service to ensure that the company complies with its obligations for filing returns and maintaining an accurate register. 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.
Coddan undertakes to countersign approved documents under the director's instructions. We will not become involved in the affairs of the company but will act as signatory to documents only as required. Coddan relies on the director providing correct, up-to-date information to maintain the Register of officers, addresses, beneficiaries, business classification and other matters affecting the constitution of the company. We will complete and file the Annual Return on behalf of the company if the contract is current at the due date.
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). The role of company secretary may most appropriately be the responsibility of an administrative director, finance director, chief accountant or the like. Only in larger quoted companies will the job of company secretary normally be the full extent of a full-time employee's duties.
Keeping up with Companies House requirements is now more complicated and time-consuming than ever for company directors. Our professional and experienced staffs can provide nominee company secretarial services to your company. In the case of smaller companies, it may be simpler to appoint an outside adviser such as a Coddan to act as your company secretary and deal with your statutory requirements. When you decide to perform the company secretarial function internally and appoint an employee or director as company secretary, rather than appointing an outside adviser or service company to fulfil the role, the job of company secretary will usually include management of administrative matters, including possibly the accounting function, and liaising with other external professional advisers.
Why have a nominee secretary? Situations often arise where clients wish to appoint an independent third party as their company secretary. The reasons for this vary but the following are typical examples: appointment of a professional organisation in the role of company secretary can ensure that the company has access to accurate and up to date information concerning matters of company law. An independent company secretary can provide advice and support for the directors and leave them free to concentrate on operating the business side of the company. Appearance to potential suppliers or customers and the public in general. "One man" companies can benefit from the service where the director does not wish to involve family members or friends.
Our company secretarial services include:
Incorporation of limited and unlimited companies, plcs, branches of overseas entities, LLPs Acting as company secretary through a nominee secretary Acting as registered office services for inward investors including incorporation and registration and advice on regulatory obligations in the UK Overseas registrations for stand-alone companies of UK companies, both within and outside the EU regime Care and maintenance of statutory records for the full annual cycle, including the preparation of annual returns, annual general meeting minutes, filing of accounts and the maintenance of the registers which each company must keep by law Preparation of board packs Attendance at board meetings Minute taking Change of name, including ensuring the name is acceptable to the Registrar Organisation of AGMs and EGMs, including canvassing and counting proxy votes and holding a poll Acting as scrutineers for a poll Issue and allotment of new shares, including defining the rights attached to shares< Reduction of share capital and share premium Share transfers, including the payment of stamp duty and applications for relief from duty Administration of share option schemes Redemption of shares and purchase of own shares Updating and drafting of special provisions in the Memorandum and Articles of Association Appointment and removal of directors and secretary Drafting resolutions and submission to the Registrar Dissolutions Restorations Company searches
It is well known that every company must appoint a company secretary, but not always appreciated that complying with this increasingly complex area is very time consuming. As companies grow corporate transactions increase and it becomes all the more important to keep secretarial matters up-to-date in order to provide accurate information. If you have any questions about nominee secretarial service then please E-Mail or call us: 033 0808-0089 or +44 (0) 207.935.5171, fax: +44 207.504.3531.
IMPORTANT NOTE:
Coddan can provide a nominee company secretary for your private limited company or for your limited liability partnership. The nominee company secretary service is ideal for sole directors unable to find someone to take on this role. It means you can still operate a limited company as sole director and shareholder whilst benefiting from the excellent support of a professional company. Our annual fee includes the cost of processing the company's Annual Return each year. Our one off fee is all-inclusive for the 12-month period with no hidden charges.
If you wish to keep your name off the Public Records, so that it is easy to discern that you are involved with a company, then this is the service for you. The nominee will sign all corporate documents, except those that are not lawful or that bring personal liability to the nominee. There is a yearly charge for the nominee service. By appointing our corporate nominee director you can remain anonymous from your company, as no personal details will be recorded at Companies House. This service has been designed to allow our clients to retain their privacy for legitimate reasons in a world where your personal information can easily be obtained by anyone that knows where to look. This service is not to be used for any illegal purposes. If you are seeking anonymity for illegal reasons, please go somewhere else to incorporate.
You will still control the company as an authorised representative (by General Power of Attorney) but it will not be possible to search Companies House records to identify you. This General Power of Attorney gives the Attorney authority to take decisions and actions on behalf of the company. These include buying or selling property or shares, signing cheques etc. This General Power of Attorney allows the Attorney to open, operate and close any bank or building society account in the company's name, and a Power of Attorney that allows the Attorney to sign cheques on behalf of the company.
Do you only have one person involved in your company? Coddan can act as your company secretary and you need not involve anyone else in the company as this satisfies the legal requirement of for two company officers. There is a legal requirement to have the registers available for public and/or shareholders inspection. We provide a service to keep the registers at our offices and by arrangement will keep them updated to meet all the legal requirements. The address where the registers are kept is recorded at Companies House.
Meetings and resolutions. Company law sets out procedures for conducting certain aspects of company business through formal meetings, where resolutions will be passed. A resolution is an agreement or a decision taken by the directors or members and when resolutions are passed, the company is bound by them.
Here the role of the company secretary would be to ensure that proper notice of meetings is given to those who are entitled to attend and to ensure that copies of resolutions are sent to Companies House within the relevant time frame.
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.
With one exception, U.K. company law requires every U.K. registered company to appoint a Company Secretary. This appointment is the responsibility of the board of directors; yet despite this legal requirement, the law, whether in the form of the Companies Acts or the common law, does not state explicitly what the Company Secretary should do once appointed. The limited number of references to the Company Secretary in the Companies Acts might lead a person newly appointed to the post to underestimate the extent of the responsibilities acquired.
A closer examination of the law and modern business practice reveals that the Company Secretary is an officer with a central role in the governance and administration of its affairs. This is recognised in the London Stock Exchange' Principles of Good Governance and Code of Best Practice (the Combined Code) which states that, All directors should have access to the advice and services of the Company Secretary, who is responsible to the board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Any question of the removal of the Company Secretary should be a matter for the board as a whole.
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).
This is intended to be an authoritative guide to the duties of the Company Secretary in U.K. public and private registered companies. Its purpose is to distinguish between the duties which all Company Secretaries should perform (core duties) and those which they often perform (additional duties). Core duties are defined as those for which the Company Secretary is responsible as an officer of the company and those undertaken by the Company Secretary as a matter of established and best practice. Our list of core duties is therefore a distillation of statute, common law and good practice.
Role of the Company Secretary. The role of the Company Secretary concerns three main areas viz. the Board, the Company and the Shareholder. Within each, the Company Secretary's role can be very diverse.
The Board. 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.
The Company. 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.
The Shareholder. The Company Secretary needs to communicate with the shareholders as appropriate and to ensure that due regard is paid to their interests. They also need to act as a primary point of contact for institutional and other shareholders, especially with regard to matters of Corporate Governance.
Duties as an Officer of the Company. The Companies Act 1985 imposes numerous obligations on companies regarding, the conduct of their affairs. Most of these requirements are backed up by criminal sanctions so that, in the event of a breach, the company and every officer of it who is in default is liable to a fine and, in some cases, imprisonment. As an officer of the company(Section 744 of the Companies Act 1985), the Company Secretary can be prosecuted for most of these offences, and these potential liabilities form the basis of what we have defined in this document as the core duties.
A list of the matters for which the Company Secretary can be prosecuted under the Companies Act 1985 (as amended) is reproduced in appendix (It should be noted that the Company Secretary may also be prosecuted for offences arising from other associated legislation. In particular, s. 432 of the Insolvency Act 1986 and s. 14 of the Company Directors Disqualification Act 1986 provide that where a company is guilty of a certain offence and it is proved that the offence was committed with the consent or connivance of, or was attributable to any neglect on the part of any director, manager, secretary or other similar officer that person will be guilty of an offence and may be proceeded against and punished accordingly.)
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.
It is clear that, in view of their potential liabilities, Company Secretaries should not close their eyes to cases of non-compliance even if the directors have purported to make someone else responsible for those matters. At the very least the Company Secretary should draw such cases to the attention of the directors and advise on the company's duties and obligations. It can therefor be argued that the Company Secretary has a duty as an officer of the company to monitor these matters, regardless of the terms of their employment control.
Company Secretaries should also ensure that where certain of their responsibilities are delegated, such tasks are properly executed, since they can still be held accountable in law for any failure by the company to comply. The fiduciary duties of directors can apply equally to executives occupying senior management positions in the company and authorised to act on its behalf.7 This usually includes the Company Secretary who, in any event, as an officer of the company has the following fundamental duties: act in good faith in the interests of the company; not to act for any collateral purpose; to avoid conflicts of interest and not to make secret profits from dealings for or on behalf of the company.
Established and Best Practice. Some matters have been deemed by the Institute to be core duties even though they cannot be supported by statutory references. For example, ensuring compliance with Stock Exchange rules and regulations is considered part of the core duties, although the rules of the London Stock Exchange, which is the competent authority in the U.K. for the purposes of the admission of securities to listing, do not provide for the personal liability of the Company Secretary.
Compliance with the City Code is also considered to constitute a core duty. In practice, these duties are closely related to the Company Secretary's other duties as an officer of the company.
Indeed, it would be almost impossible for Company Secretaries of public companies to perform their statutory duties without some involvement with compliance with the Yellow Book and the City Code. It is, therefor, a matter of best practice that the Company Secretary should be made responsible for this area and is established practice in virtually all public companies.
In recent years and in particular since the Cadbury report, the role of Company Secretary has changed; they are now considered to be much more part of the inner cabinet than previously.
There has been an increasing need for the Company Secretary to use initiative and apply a flexible approach in carrying out responsibilities. This has required maintaining a thorough knowledge of the business of the company and its operations as well as of the corporate statutory and regulatory matters.
Core Duties of the Company Secretary. The following list includes both those duties which are legal obligations as well as those which result from best practice. This is not a comprehensive list and the Company Secretary may have to use his/her initiative to ensure that all core duties are fulfilled. The Company Secretary may also need to refer to other pertinent acts.
The Company Secretary will need to fulfil the following duties. Board Meetings. Facilitating the smooth operation of the company's formal decision making and reporting machinery; organising board and board committees meetings (e.g. audit, remuneration, nomination committees etc.); formulating meeting agendas with the chairman and/or the chief executive and advising management on content and organisation of memoranda or presentations for the meeting; collecting, organising and distributing such information, documents or other papers required for the meeting; ensuring that all meetings are minuted and that the minute books are maintained with certified copies of the minutes and that all board committees are properly constituted and provided with clear terms of reference.
General Meetings. Ensuring that an annual general meeting is held in accordance with the requirements of the Companies Act and the companies' Articles of Association; obtaining internal and external agreement to all documentation for circulation to shareholders; preparing and issuing notices of meetings, and distributing proxy forms; trying to prepare directors for any shareholder questions and helping them create briefing materials; overseeing the preparations for security arrangements. At meetings, ensuring that proxy forms are correctly processed and that the voting is carried out accurately; coordinating the administration and minuting of meetings.
Memorandum & Articles of Association. Ensuring that the company complies with its Memorandum and Articles of Association and, drafting and incorporating amendments in accordance with correct procedures. Stock Exchange Requirements. Monitoring and ensuring compliance with the Yellow Book requirements (as well as the City Code) as well as supervising the implementation of the model code and/or the company code for dealing in the company's securities, as appropriate, managing relations with the Stock Exchange through the company's brokers; releasing information to the market; ensuring the security of unreleased price-sensitive information; making applications for listing of additional issues of securities.
Statutory Registers. Maintaining the following statutory registers: members; company charges; directors and secretary; directors' interests in shares and debentures; interests in voting shares (substantial holdings & those notified in pursuance of a s.212 notice); debenture holders (if applicable).
Statutory Returns. Filing information with the Registrar of Companies to report certain changes regarding the company or to comply with requirements for periodic filing. Of particular importance in this regard are: annual returns; report & accounts; amended Memorandum & Articles of Association; returns of allotments; notices of appointment, removal & resignation of directors and the secretary; notices of removal or resignation of the auditors; change of registered office; resolutions in accordance with The Companies Act.
Report & Accounts. Co-ordinating the publication and distribution of the company's annual report and accounts and interim statements, in consultation with the company's internal and external advisers, in particular, when preparing the directors' report.
Share Registration. Maintaining the company's register of members; dealing with transfers and other matters affecting share-holdings; dealing with queries and requests from shareholders.
Shareholder Communications. Communicating with the shareholders (e.g. through circulars); arranging payment of dividends and interest; issuing documentation regarding rights issues and capitalisation issues; maintaining good general shareholder relations; maintaining good relations with institutional shareholders and their investment committees.
Shareholder Monitoring. Monitoring movements on the register of members to identify any apparent 'stakebuilding' in the company's shares by potential take-over bidders; making appropriate inquiries of members as to beneficial ownership of holdings.
Share and Capital Issues and Restructuring. Implementing properly authorised changes in the structure of the company's share and loan capital; devising, implementing and administering directors' and employees' share participation schemes.
Acquisitions, Disposals & Mergers. Participating as a key member of the company team established to implement corporate acquisitions, disposals and mergers; protecting the company's interests by ensuring the effectiveness of all documentation; ensuring that due diligence disclosures enable proper commercial evaluation prior to completion of a transaction; ensuring that the correct authority is in place to allow timely execution of documentation.
Corporate Governance. Continually reviewing developments in corporate governance; facilitating the proper induction of directors into their role; advising and assisting the directors with respect to their duties and responsibilities, in particular compliance with company law and, if applicable, Stock Exchange requirements; counselling them when preparing presentations and memoranda.
Non-Executive Directors. Acting as a channel of communication and information for non-executive directors.
Company Seal. Ensuring the safe custody and proper use of any company seals.
Registered Office. Establishing and administering the registered office; attending to the receipt, co-ordination and distribution of official correspondence received by the company, sent to its registered office; ensuring the provision of facilities for the public inspection of company documents.
Company Identity. Ensuring that all business letters, notices and other official publications of the company show the name of the company and any other information as required by the statutes and that company name plates are displayed in a conspicuous place.
Subsidiary Companies. Ensuring that procedures are in place for the correct administration of subsidiary companies and that correct information is given to the holding company; maintaining a record of the group's structure.
General Compliance. Monitoring and laying in place procedures which allow for compliance with relevant regulatory and legal requirements, particularly under the Companies Acts including legal requirements on retention of documents; retaining the minimum set of records required for commercial reasons; ensuring that procedures are in place to allow adequate historical archive to be maintained.
Additional Duties of the Company Secretary. In contrast with the duties and responsibilities arising from the list of offences in appendix A, the duties which the Company Secretary commonly undertakes in areas such as accounting, property, pensions and insurance management cannot be considered to be core duties. However, these duties will frequently take up a substantial proportion of the Company Secretary's time and their importance should not be underestimated.
The professional background, previous work experience and general personal capabilities of the Company Secretary will generally dictate the nature and scope of these additional responsibilities.
For example, a lawyer is more likely to specialise in litigation and an accountant is more likely to manage a treasury function. A Chartered Secretary, being specifically trained for the role, is more likely to take-on additional responsibilities such as property management, pensions and insurance matters.
However, these are merely examples and, in practice, there are very few areas which are the exclusive preserve of any category of professional.
Most Company Secretaries will be involved in one or more of the following activities: Legal Commercial law Intellectual property Pensions law Contracts negotiation Litigation Data protection Contract drafting Conveyancing Consumer credit Contract vetting Property management European Community law Accounting/Finance Payroll Financial management Credit control Taxation Treasury Management accounting Financial accounting Project finance Internal audit Corporate finance Personnel & Employee Employment law Employee and executive Profit share schemes Pensions administration & trusteeship SAYE schemes Other employee benefits Personnel administration share option and performance related pay schemes Financial Services Act Compliance Compliance with the Financial Services Act 1986 Compliance with Financial Services Authority (FSA) and Self-Regulatory Organisations (SRO) rules General Administration Insurance administration Risk management Facilities management Premises administration Office administration Information and computer systems Charitable donations Political donations General Management Strategic planning Corporate planning Directorships of group subsidiaries Liaising with professional advisers.
Most Company Secretaries could probably add to the above list, particularly where their company's business is subject to further specific external regulation. As a general rule, Company Secretaries of small to medium-sized companies are more likely to be involved in a wider range of administrative duties than their counterparts in larger companies.
Powers of the Company Secretary. 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. The Companies Act 1985, provides that a document signed by a director and the Secretary of a company and expressed (in whatever form of words) to be executed by the company has the same effect as if executed under the common seal of the company. If the office of Secretary is vacant, or the Secretary is incapable of carrying out his/her duties, the assistant or deputy secretary shall carry out the functions of the Secretary and the document is deemed to be executed by the company.
In addition, a document which purports to be signed by a director and the Secretary or by two directors shall be deemed to have been duly executed in favour of a purchaser in good faith for valuable consideration who acquires an interest in property.
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