Private limited companies are no longer required to appoint a company secretary, unless a provision in the articles of association states otherwise. The articles of private companies registered before April 6th 2008 contain such a provision. However, members (shareholders/guarantors) can remove it at any time by passing a special resolution.
If you do not remove this clause from your articles, you are legally required to have an appointed company secretary at all times. Companies with no such provision in their articles can choose whether to appoint or remove company secretaries at any time during and after incorporation.
Why would I appoint a company secretary?
Company secretaries are usually appointed to reduce the workload and responsibilities of directors by assisting them with their statutory duties. The specific duties of a secretary vary from company to company, but the role usually involves:
- maintaining company addresses
- reporting changes to Companies House and HMRC
- monitoring finances and maintaining accounting records
- preparing annual accounts and tax returns
- preparing and filing the annual confirmation statement (previously the ‘annual return’)
- managing Corporation Tax, VAT, and PAYE registrations and requirements
- maintaining business stationery
- arranging directors’ and shareholders’ meetings
- notifying relevant parties about meetings
- arranging, distributing, and storing minutes of meetings
- maintaining statutory records, including the new PSC register, and making them available for inspection
- issuing share certificates
- filing copies of resolutions at Companies House
- signing documents on a director’s behalf
- preparing director’s and auditor’s reports
Who can and cannot be a company secretary?
A company secretary can be:
- an individual person
- another limited company
- a professional chartered secretary
- the company’s accountant or solicitor
- an administrative services company
- a director, shareholder, or guarantor
However, the role of company secretary cannot be held by anyone who is under the age of 16, an undischarged bankrupt, the auditor of the company, or a disqualified director.
Whilst a company secretary may be charged with specific tasks, the directors are still ultimately responsible for making sure the company fulfils its statutory obligations.
How to appoint a company secretary
You can appoint a secretary online during the company formation process or at any point in the future. Likewise, you can remove a secretary online at any time. You must tell Companies House immediately if you appoint or remove a secretary. The public register will then be updated accordingly. The directory must also update the company’s statutory register of secretaries, which is usually kept at the registered office address.
Appointing a ‘natural’ secretary
Companies House requires the following information to appoint an individual secretary:
- company name and registration number
- date of appointment
- secretary’s full name
- service address (residential or non-residential) – most secretaries simply nominate the registered office address as their contact address
- Consent to Act – the company must confirm the person’s consent to act in that capacity of company secretary by ticking the ‘statement of consent’ box on the appointment form
Appointing a corporate secretary
Companies House requires the following information to appointment a corporate secretary:
- company name and registration number
- date of appointment
- name, address, registration number, and place of registration of the corporate secretary
- Consent to Act – the company must confirm the corporation’s consent to act as secretary by ticking the ‘statement of consent’ box on the appointment form
- If the corporate entity is based outside of the European Economic Area, you’ll also need to provide information on its legal form, governing law, and place of registration
Manage your company on our Client Portal
You can use Companies House WebFiling service or Rapid Formations’ free Online Client Portal to appoint and remove company secretaries.
If you are an existing Rapid Formations client, click ‘Client Login’ on the top right-hand corner of our website, enter your sign-in details, and complete a quick online form with information about the new secretary, or the date on which an existing secretary appointment will cease.
Non-clients can create a free account in a matter of minutes. Simply click ‘Client Login’, create a new account, import your existing company, and add or remove a secretary.
All details entered in this portal are sent to Companies House securely and electronically. Most changes are updated on central public register of companies within approximately 24 hours.
Please note that the information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While our aim is that the content is accurate and up to date, it should not be relied upon as a substitute for tailored advice from qualified professionals. We strongly recommend that you seek independent legal and tax advice specific to your circumstances before acting on any information contained in this article. We accept no responsibility or liability for any loss or damage that may result from your reliance on the information provided in this article. Use of the information contained in this article is entirely at your own risk.
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Comments (6)
Thanks Rachel,
The article starts off by saying there’s no requirement unless the Articles of Association state otherwise, e.g. a private company registered before 6th April 2008. So is this wrong?
Thank you for your question.
Unfortunately I am not clear on what you are asking.
To clarify – if a private limited company was registered prior to 6th April 2008, their articles of association would have stated the requirement to have an appointed company secretary. A company formed prior to this date can carry out a Special Resolution to change the articles of association to remove this requirement; however, if they do not do this, a company secretary is still required for the company to be compliant with its own articles of association.
I trust this clarifies this matter.
Kind regards,
Rachel
What’s the position when a company doesn’t have a secretary but should have one?
Many thanks for your question.
To clarify, a private limited company does not legally require a company secretary. A public limited company does require a company secretary at all times.
In the unlikely event that a public limited company (PLC) finds itself without a company secretary, they will technically be in default regarding this obligation, and should seek to appoint a company secretary as soon as possible.
We are unaware of a real world example of this happening, and therefore cannot advise on the possible ramifications of a PLC not having a company secretary appointed. However, as this is in breach of the Companies Act 2006, it is likely that Companies House would contact the PLC and may take steps to strike off the company should a company secretary not be appointed within a defined time period, and the officers of the company may be liable to prosecution.
I trust this answers your question.
Kind regards,
Rachel
Can a private limited company with charitable status seek to dispense with the need for a secretary and retain charitable status?
Dear Marcus,
Thank you for your message.
There is no need for a Secretary as this was removed by the 2006 Companies Act. If the charity was formed before the 2006 Companies Act and the governing document specifically requires one, you could consider amending the governing document to remove the requirement.
Kind Regards,
Rapid Formations Team