Roles and Responsibilities of a Company Secretary

Company law imposes certain administrative duties and obligations on all companies and, whether or not a company has a formally appointed company secretary, these need to be carried out. They can be delegated to an internal company secretary or an external service provider, such as Elemental CoSec, but the primary responsibility remains with the directors.

The precise scope of the duties of a company secretary vary depending on how the company organises itself and the type of company it is (the company secretary of a plc will have many more duties than the company secretary of a private company) however set out below are some of the more common responsibilities.

Maintaining the Company’s Statutory Registers

Every company is required to keep certain statutory registers (depending on its company type) which comprise:

  • register of members;
  • register of transfers;
  • register of allotments;
  • register of directors;
  • register of secretaries;
  • register of directors’ interests;
  • register of charges;
  • register of debenture holders;
  • service contracts of directors;
  • directors’ indemnities;
  • minutes of meetings and resolutions;
  • documents relating to redemption or purchase of own shares out of capital by a private company; and
  • report to members of outcome of investigation by a public company into interests in its own shares.

Managing the Company’s Records

As well as the statutory registers a company is required by law to maintain certain other records and it is generally good practice for a company to maintain other records even if not strictly required to by law. The responsibility for overseeing this often falls to the company secretary (even if day to day someone else maintains them) and they generally include:

  • accountancy and tax records;
  • PAYE information;
  • VAT registration;
  • insurance and pension information; and
  • other statutory compliance records, for example data protection.

Updating the Records held at Companies House

Every company is required to make certain filings with Companies House and it is an offence not to. These can be split into annual filings and those that are required only on the occurrence of certain events as set out below.

Annual Filings

  • Annual Return – A snap shot of certain company information as at the made up date; and
  • Company Accounts

Event Driven Filings

  • appointment or resignation of a director;
  • change of a director’s registered details;
  • appointment or resignation of a secretary;
  • change of a secretary’s registered details;
  • change of the registered office;
  • change of accounting reference date;
  • notification of single alternative inspection location (SAIL);
  • the passing of certain resolutions (including any special resolutions);
  • change of company name;
  • amendment to the articles of association;
  • amendments to the share capital;
  • re-registration of the company in changing its status; and
  • creation of a charge or mortgage.

Maintaining the Company’s Registered Office

Every company is required to have a registered office which must be a real address (not a PO Box number) in the same country that the company is incorporated.

It doesn’t have to be the place that the company does business but any mail sent there must be dealt with properly as this is where Companies House, HM Revenue & Customs and certain other third parties will write to the company at. The name of the company must always be displayed at the registered office for any visitors.

Organising the Company’s Board Meetings and Shareholder Meetings

The company secretary is normally responsible for organising board meetings and any general meetings (this includes the Annual General Meeting if the company has one). The company’s articles of association (combined with the Companies Act 2006) will set out the formal requirements for organising both types of meetings but the company secretary will be responsible for complying with the notice requirements, taking minutes and dealing with any consequential filings or updating of the records.
 
The information provided in this article is intended as a general guide to assist people in understanding the role of a company secretary. It does not purport to be comprehensive and should not replace bespoke advice. If you are in any doubt, please speak to one of our experts by contacting us here or for more information on our company secretarial services please click on the link.