Commercial Update 71: Company Secretaries – Do We Really Need One?

As you may all know, since 6 April 2008, the Companies Act 2006 (CA) no longer requires any private limited companies to have to appoint a company secretary, unless the company’s articles of association state otherwise.

So, what is the point of the role?

The starting point is back to the CA, which sets out a variety of duties on the company secretary, accompanied by around 150 separate criminal offences.

The aim of these is that the company secretary is fixed with the responsibility for ensuring the smooth administration of the company.

This would usually cover things like:

  • Maintaining the company’s statutory books and records
  • Ensuring compliance with any regulatory requirements surrounding both board meetings and shareholder meetings;
  • As part of the above, this would normally include drafting agendas/supporting papers, sending notices and then producing the minutes;
  • Overseeing the production of the narrative within the directors’ report in the annual accounts plus the other areas;
  • Making sure that the annual accounts are filed at Companies House on time;
  • Supporting the Board by filing the annual confirmation statement, together with other statutory returns; and
  • Informing Companies House of any significant changes to the company’s administration including (but not limited to):
    • Allotments;
    • Appointments;
    • Resignations; and
    • Changes to directors’ addresses or other particulars.

Even without a company secretary, the above still need to be met – section 270 of the CA states that these important administrative and compliance tasks become the responsibility of a: “director, or…a person authorised generally or specifically on behalf by the directors”, they do not simply disappear.

Secretaries of private companies are not required to have any particular qualifications (although some people are barred from taking this appointment such as the company’s auditor or undischarged bankrupts), but bigger more complex companies may consider having one with the requisite experience and qualifications.

In conclusion, the appointment of a company secretary is in our view helpful to the effective running of the company and keeping it relevant/compliant in the light of the ever changing environmental/social/political/regulatory environments.

Regards to all,