All public companies are obliged to have a company secretary. In April 2008, as a result of the Companies Act 2006, the post became optional for private companies unless their articles of association explicitly require them to have one. This means that the role can be completed by a Director or more often your accountant.

While the Companies Act does not generally specify the role of the company secretary, they usually undertake the following duties:

  • Maintaining the company’s statutory books, including:
  • a register of present and past directors and secretaries
  • a register of all shareholders, past and present and their shareholdings
  • a register of any charges on the company’s assets
  • minutes of general meetings and board meetings
  • a register of the debenture holders (typically banks)
  • Filing annual returns at Companies House. Other documents which must be filed include the directors’ report and auditors’ report (unless the company is exempt), and financial statements, including details of the company’s assets and liabilities.
  • Arranging meetings of the directors and the shareholders. This responsibility will involve the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken.
  • Informing Companies House of any significant changes in the company’s structure or management, for example the appointment or resignation of directors.
  • Establishing and maintaining the company’s registered office as the address for any formal communications. Ensuring that all the company’s business stationery carries its name, registered number, country of registration and registered address. These details must also appear on the company website, emails, order forms and invoices.
  • Ensuring the security of the company’s legal documents, including for example, the certificate of incorporation and memorandum and articles of association.
  • Deciding on the company’s policy for the filing and retention of documents.
  • Advising directors on their duties, and ensuring that they comply with corporate legislation and the articles of association of the company.

As you can see there are potentially many legal requirements of the company secretarial role. This is why we would strongly recommend using the services of KFS Accountants to perform these duties on your behalf.

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