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
A complete information and support service for company secretaries which provides everything a company secretary needs to perform his or her duties and to comply fully with the law. Coddan offers a single source of reference on every possible issue facing company secretaries including the duties of a company secretary, company law, contract law, employment law, property and planning law, company accounts, administration, receivership and liquidation, Companies Act checklist, taxation, insurance, company law forms, and much, much more. Fully indexed and cross referenced, it is up to the minute, detailed and easy-to-use.
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.
Guide to Establish a UK Limited Company - Company Secretary Manual
. A company secretary is a senior position in a private company or public organisation. The role is also sometimes known as a Chartered Secretary. Despite the name, the role is not a clerical or secretarial one in the usual sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. They are the company's named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.
Chartered Secretaries in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organisation's regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and listing requirements, the training and induction of non-executives and trustees, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits such as pensions and employee share schemes, insurance administration and organisation, the negotiation of contracts, risk management, property administration and organisation and the interpretation of financial accounts.
If you are using a registration agent, you may well be able to appoint directors and the companies secretaries 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 your accountant who will deal with such start up matters on a daily basis. If you have any additional questions, please contact to Coddan CPM' specialists.
Guide to Establish a UK Limited Company - Company Secretary Manual
. A company secretary is a senior position in a private company or public organisation. The role is also sometimes known as a Chartered Secretary. Despite the name, the role is not a clerical or secretarial one in the usual sense. The company secretary ensures that an organisation complies with relevant legislation and regulation, and keeps board members informed of their legal responsibilities. They are the company's named representative on legal documents, and it is their responsibility to ensure that the company and its directors operate within the law. It is also their responsibility to register and communicate with shareholders, to ensure that dividends are paid and to maintain company records, such as lists of directors and shareholders, and annual accounts.
Chartered Secretaries in all sectors have high level responsibilities including governance structures and mechanisms, corporate conduct within an organisation's regulatory environment, board, shareholder and trustee meetings, compliance with legal, regulatory and listing requirements, the training and induction of non-executives and trustees, contact with regulatory and external bodies, reports and circulars to shareholders/trustees, management of employee benefits such as pensions and employee share schemes, insurance administration and organisation, the negotiation of contracts, risk management, property administration and organisation and the interpretation of financial accounts.
If you are using a registration agent, you may well be able to appoint directors and the companies secretaries 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 your accountant who will deal with such start up matters on a daily basis. If you have any additional questions, please contact to Coddan CPM' specialists.
Choose one of the following packages that will best serve you:
HOW TO BE A COMPANY SECRETARY. APPOINTING THE COMPANY SECRETARY. WHAT DOES A COMPANY SECRETARY DO?
The company secretary is the chief administrator of the company. This guide: explains some of the main responsibilities of a company's officers. The Companies Act requires every company to have a secretary and, as far as PLCs are concerned, stipulates levels of experience and qualification for such appointees. The range of duties undertaken by company secretaries is probably as numerous as the numbers of companies in existence, which makes general guidance regarding their duties somewhat difficult. This section seeks to highlight the main areas required to be undertaken by most company secretaries. The importance of the role is sometimes underestimated - not least because the word 'secretary' is often confused with other uses of the word.
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THE ROLE OF THE COMPANY SECRETARY
Good secretaryship, like good administration, tends not to be seen but to play its part with quiet efficiency. This lends to underplay the vital importance of the role of the company secretary as: guardian, ensuring fulfilment of the company's obligation to comply with legislation. Facilitator, easing communication between the board and management. Confidant, supporting all members of the board and particularly the Chairman and chief administrative officer of the company (including being a legal "officer" of the company with all the attendant responsibilities and liabilities that description entails - Section 744, Companies Act 1985).
Former Master of the Rolls, Lord Denning defined the Secretary as "the chief administrative officer of the company - he regularly makes representations on behalf of the company and enters into contracts on its behalf. He is entitled to sign contracts - all such matters come within the ostensible authority of the company secretary". Since then the role has gained an increasing prominence - likely to be further enhanced by new initiatives in company compliance. In some companies, the company secretary, like Victorian children, may be required to be seen but not heard, only supporting the meeting administratively. But this somewhat restricted view of the role may be short-sighted as the secretary will often have a more comprehensive view of the business under discussion than some members and certainly has an obligation to be fully aware of all legal obligations.
The Cadbury Committee on Corporate Governance recognised the company secretary's unique position stating: "the company secretary has a key role to play in ensuring that the board procedures are followed and regularly reviewed. The chairman and the board will look to the company secretary for guidance on what their responsibilities are".
The Cadbury Report also suggested that all directors (and this would apply particularly to non-executive directors, which it regarded as having views that were independent from and potentially more objective than, executive directors) should always have access to the company secretary and that any suggestion of the dismissal or removal of the company secretary should be considered by the whole board.
It is one of the responsibilities of the board to appoint a suitable and capable company secretary and to ensure that the appointee maintains these attributes. In many ways this is his most onerous task since the impact of legislation on companies from many areas is immense and continues to grow and a prime responsibility of the company secretary should be to "keep the company legal".
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.
COMPANY SECRETARY RESPONSIBILITIES
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.
There are over a million companies and no doubt a million different job descriptions for their company secretaries. The following checklist sets out the main responsibilities of most company secretaries but this needs to be individually customised. It is a prime responsibility of the board to ensure these duties are carried out.
Main duties of the company secretary: understand and interpret the requirements and obligations contained in the Memorandum and Articles and guide the board on these. Maintain statutory registers. This entails updating and keeping updated the various statutory books including the register of members which involves transferring shares, issuing new certificates, etc. although many companies with large numbers of shareholders delegate such work to specialised divisions of, for example, the clearing banks. Update the company file at the Registrar of Companies. The secretary is responsible for advising the Registrar promptly of changes in directorate, the creation of charges over assets, changes in shareholders at least once a year, etc. and other matters affecting the company within set time limits.
Ensure compliance with company law. The secretary must have a good working knowledge of the requirements placed on the officers under company law and ensure that the company complies with such requirements and all changes and innovations. Liaise with shareholders. The extent of this responsibility will depend on the individual companies - in some the directors take on this role, however in most the secretary is responsible for at least the documentary contact with shareholders - i.e. notice of meeting, preparation of Annual Return, etc. Ensure legally required documentation is prepared. This is a very wide-ranging responsibility since much of what is required is derived from obligations under commercial, employment and other laws and as secretary familiarity with such laws and obligations is essential. Convene company and board meetings. The secretary can only do this at the direction of the board but to ensure the board fulfils its own duties he needs to ensure that board meetings are held regularly.
Compile minutes of meetings and subcommittees. This is an onerous but essential part of his duties not simply to preserve the record of control, but also to have available documentary evidence that might be needed as a defence in any actions against directors. File accounts and Annual Return. Increasingly, the obligation to file such items within specified time limits is being backed by rigorously enforced fines. Repeated failure to file on time can lead to disqualification from office. Carry out instructions of board. As the chief administrative officer of the company, the secretary may have the prime role for interfacing with management. Alternatively executive directors may take this role - whoever takes it needs to comply with the exact requirements of the board.
Act as board Chairman's confidant. This is often one of the roles played by the secretary particularly where he is not also a director as he can bring an objective view to the work of the board. It is also often possible for the secretary to be aware of internal developments of which directors are not aware and thus provide a valuable communication conduit to the Chairman. Act as chief administrative officer. The scope for this responsibility will vary from company to company, nevertheless the secretary is often the source from which management first learn of and are required to implement decisions.
Protect the company's assets. It is the secretary's duty to protect the statutory books and records of the company and the confidentiality of the board's work. It may be logical to make him responsible for other aspects of corporate security. Ensure all proper returns made (and in time). The officers of the company, of which the secretary is one, have an obligation to comply with the document filing requirements of company law. If items are not filed by the due date, fines can be levied, repetition of which could lead to disqualification.
Oversee legal matters. Often the secretary is legally qualified or will be the only executive with some experience of the law. Increasingly, the law is intruding on company activities and someone must assume this responsibility. Oversee the arrangements to allow shareholders and others to inspect certain records of the company and to provide access to statutory and other bodies to inspect other records.
Ensure compliance with all legal requirements including contractual and commercial law, health and safety law, environmental law, employment law, etc.
This is so vast an obligation it is difficult to visualise how a working secretary with the usual range of additional duties can hope to provide advice and guidance on such matters. Indeed, so vast a legislative burden is now added each year to companies' obligations this could force companies to provide additional funding to enable this compliance obligation to be addressed suitably. As if the foregoing range of requirements were not wide itself many company secretaries will also take responsibility for insurance, pensions, property, security and even employment and/or financial matters.
BOARD MEETING DUTIES
Much of the secretary's work will revolve around convening, servicing and administering board meetings. His responsibilities in this work are summarised below, but inevitably particular companies will have different requirements. Directors have an obligation to ensure that this work is carried out appropriately bearing in mind that board meetings and the minutes thereof not only provide evidence of the reasons for and the decisions taken by the board, but may also provide evidence of them taking decisions in good faith exercising their duty of care.
Board meeting duties: generating an AGENDA in liaison with the chairman. Ensuring all data for consideration by the board accompanies the agenda or there is a date by which they will be ready and distributed. Accompanying data should be presented in the order in which they will be considered on the agenda. Convening the meeting in good time. There is no legal requirement regarding notice due to be given of a board meeting but for commercial reasons and to allow the directors to be properly briefed at least seven days' notice with required data should be given. It would also be logical for the secretary to take responsibility for compiling and updating a timetable of future meetings.
Ensuring, if a quorum is required to be present before the meeting can commence, that at least members satisfying that requirement are to be present to avoid wasting the time of others attending. Taking, reporting and recording any apologies for absence and noting any late arrivals or early departures so that it can be shown who was present when any decision was taken. Having available any statutory and other registers that need to be inspected and/or signed (e.g. the Registers of seals, director's interests, etc.). Checking members have all the documents required but having available spare documents in case members have mislaid or forgotten them.
Ensuring meeting's supports: provision of refreshments, note-taking aids, protection against interruption, and so on, are in operation. Ensuring meeting adheres to and does not overlook any item on the agenda. Ensuring those who speak and vote are entitled to do so. Ensuring the meeting does take required decisions and that these are clear and clearly understood by all present. Noting the sense of the meeting in the minutes. Preparing minutes, having them approved in draft by the chairman, distributed to the members and approved by them at their next following meeting.
Keeping the minutes secure and available to members of the board and the auditors. Ensuring action is effected as required by the meeting and reported on at the appropriate time. Anticipating the level of support available, and any antipathy or opposition to, matters due to be considered by the board and briefing the chairman accordingly. Being proactive in all respects.
And so on...
COMPANY SECRETARY. GENERAL DUTIES
Non-exhaustive checklist of company secretary's duties: Maintain statutory registers. Update Registrar of Companies - regularly as required. Liaise with shareholders. Ensure legally required documentation is prepared. Convene company and board meetings and compile and protect minutes of such proceedings. Carry out instructions of board. Act as board/chairman's confidant. Act as chief administrative officer. Protect company's assets. Ensure proper returns made to government departments. Oversee legal matters. Ensure compliance.
COMPANY SECRETARY AUTHORITY
The company secretary is an officer of the company and, in the event of culpable non-compliance, is liable with the directors for fines and other penalties. In the event of default, there is no way in which such responsibility can be evaded.
The secretary has several types of authority: Actual - by delegation from the board. Ostensible - since many documents require the signature of the post of secretary (whoever may hold that post at the time). Derived - from what has gone before and been accepted in house and by third parties. Express - in that the secretary is appointed to hold office by the shareholders.
MAINTAINING A 'REGISTRAR'S' FILE
When filing items with the Registrar of Companies, not only should a copy of every form filed be kept, but also an acknowledgement for every document should be obtained from the Registrar. This can be achieved either by sending in duplicate a covering letter referring to the item enclosed or sending one of the Registrar's own POST 31 cards. In both cases the Registrar is quite prepared to stamp the copy letter or POST 31 card with a Companies House bar code as their receipt providing either the POST 31 card or a return envelope is also supplied with postage paid. A copy of the item filed, with the receipt, should be placed on this file.
DUTIES OF THE COMPANY SECRETARY
DUTIES
Lawyer's role
Pro-active
Reactive
1. Board meetings
Coordinating the operation of the company's formal decision making and reporting machinery.
Yes
Formulating meeting agendas with the chairman and/or the chief executive.
Yes
Attending meetings.
Yes
Preparing minutes for meeting.
Yes
Maintaining minute books.
Yes
Ensuring that correct procedures are followed.
Yes
2. Members' meetings.
Originating documentation for circulation to shareholders.
Yes
Coordinating the administration and minuting of meetings.
Yes
Ensuring that correct procedures are followed.
Yes
3. Memorandum & Articles of Association.
Ensuring that the company complies with its memorandum and articles of association.
Yes
Drafting and incorporating amendments in accordance with correct procedures.
Yes
4. General compliance.
Monitoring and ensuring compliance with relevant legal requirements particularly under the Companies Acts.
Yes
5. Stock Exchange requirements.
Monitoring and ensuring compliance with 'Yellow Book' requirements (including the City Code on Takeovers) and managing relations with the Stock Exchange through the company's brokers.
Not applicable
Releasing information to the market.
Ensuring the security of unreleased price-sensitive information.
Making applications for listing of additional issues of securities.
6. Statutory registers.
Maintaining the following statutory registers:
Members (see also paragraph 9 below).
Yes
Company charges.
Yes
Directors and secretary.
Yes
Directors' interests in shares and debentures.
Yes
Interests in voting shares (substantial holdings and those notified in pursuance of a s.212 notice).
Yes
Debenture holders (if applicable).
Yes
7. 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.
Yes
Report and accounts (see also para 8 below).
Yes
Amended memorandum and articles of association.
Yes
Return of allotments.
Yes
Yes
Notice of appointment, removal and registration of directors and the secretary.
Yes
Notices of removal or resignation of the auditors.
Yes
Change of registered office.
Yes
8. Report and accounts.
Coordinating the publication and distribution of the company's annual report and accounts and interim statement in consultation with the company's other advisers and, in particular, preparing the directors' report.
Yes
9. Share registration.
Maintaining the company's register of members.
Yes
Dealing with transfers and other matters affecting shareholdings.
Yes
Dealing with queries and requests from shareholders.
Yes
10. Shareholder communications.
Communicating with the shareholders (i.e. through circulars).
Yes
Payment of dividends and interest.
Yes
Issuing documentation regarding rights issues and capitalisation issues.
Yes
General shareholder relations.
Yes
Relations with institutional shareholders and their investment committees.
Yes
11. Shareholder monitoring.
Monitoring movements on the register of members to identify any apparent 'stake-building' in the company's shares by potential takeover bidders.
Yes
Making enquiries as appropriate of members as to beneficial ownership of holdings.
Yes
12. Share and capital issues and restructuring.
Implementing changes in the structure of the company's share and loan capital and devising, implementing and administering directors' and employees' share participation schemes.
Yes
13. Acquisition and disposals.
Participating as a key member of the company team established to implement corporate acquisitions and disposals.
Yes
Protecting the company's interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of a transaction.
Yes
14. Corporate governance.
Reviewing developments in corporate governance and advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable, Stock Exchange requirements.
Yes
15. Non-executive directors.
Acting as a channel of communication and information for non executive directors.
Yes
16. Company seal.
Ensuring the safe custody and proper use of the company seal.
Yes
17. Registered office.
The receipt, co-ordination and distribution of official correspondence received by the company at its registered office.
Yes
Ensuring the provision of facilities for the public inspection of company documents.
Yes
18. Subsidiary companies.
The administration of subsidiary companies.
Yes
Implementing changes to, and maintain a record of the group's structure.
Yes
19. Legal.
Contracts negotiation.
Yes
Contracts relating to freehold or leasehold property.
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