Company Formation FAQ - The Secretary of a Private Company

Previously all companies are required to have a company secretary. The Companies Act 2006 provides that private companies no longer are required to have a company secretary. However, if a private company decides to appoint a company secretary, then the authority of a private company secretary will be the same as that of a public one. Therefore, the appointment of a company secretary to a private company must be notified to the registrar of companies and be recorded in the company's register of secretaries.

While the legislation does not generally specify the role of the company secretary, the company secretary might normally undertake the following duties: -

• Maintaining the statutory registers.
• Monitoring changes in share ownership of the company.
• Ensuring that the company files statutory information promptly.
• Providing members and directors with notice of meetings.
• Organising, preparing agenda for, and taking minutes of, meetings.
• Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people.
• Providing members with proposed written resolutions and auditors with any passed resolutions.
• Sending copies of resolutions and agreements to Companies House.
• Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings.
• Arranging the general meeting and co-ordinating production of the annual report.
• Keeping, or arranging for the keeping, of copies of all resolutions of members passed otherwise than at general meetings, minutes of all proceedings and general meetings.
• Ensuring that people entitled to do so can inspect company records.
• Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action.
• Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements.
• Custody and use of the company seal. Companies no longer need to have a company seal, but if they do, the secretary is usually responsible for its custody and use. (You can buy a company seals from us.)

As the secretary is an officer of the company, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return.