Company Formation FAQ - The Secretary of a Public Company

A private company is not required to have a company secretary (unless its articles of association explicitly require the company to have a secretary). A public company still needs to have a company secretary.

The appointment or termination of the appointment of a company secretary must be notified to Companies House on prescribed forms. You will need to use form AP03 for appointments and form TM02 for terminations of appointments. Company secretaries are not required to disclose their usual residential address and may nominate a service address instead.

The company secretary of a public company must satisfy one or more of the following requirements: -

• Be a member of any of the Institute of Chartered Accountants in England and Wales, or the Institute of Chartered Accountants of Scotland, or Association of Chartered Certified Accountants, or the Institute of Chartered Accountants in Ireland, or the Institute of Chartered Secretaries and Administrators, or the Chartered Institute of Management Accountants, or the Chartered Institute of Public Finance and Accountancy.
• Have held the office of company secretary of a public company for at least 3 out of the 5 years immediately before their appointment as a secretary.
• Be a barrister, advocate or solicitor called or admitted in any part of the UK.
• Be a person who appears to the directors to be capable of carrying out the functions of company secretary, because that person holds, or has held a similar position in another body or is or was a member of another body.

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.)
• Being a co-signatory for execution of a document by a company.
• Authenticating forms for submission to Companies House (a company secretary cannot authenticate a company's annual accounts).

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.