A company secretary supports a company’s directors with its governance, records, filings and statutory administration. Private limited companies are not normally required to appoint one, but many choose to do so. Public limited companies must have a suitably qualified or experienced company secretary.
Appointing a secretary can make company administration easier, but it does not remove the directors’ legal responsibilities. Directors remain responsible for ensuring that the company meets its obligations and submits accurate information on time.
Company secretary: key points
- A private limited company is not normally required to appoint a secretary.
- A public limited company must appoint a suitably qualified or experienced secretary.
- A secretary can be an individual or, in many cases, another company acting as a corporate secretary.
- A director can generally also act as the secretary of a private company.
- The directors remain legally responsible for the company after a secretary is appointed.
- Appointments, changes and terminations must be reported to Companies House.
What is a company secretary?
A company secretary is an officer appointed to support the administration and governance of a company. The exact role depends on the company’s size, structure and the responsibilities given to the secretary.
The position should not be confused with a general administrative secretary. A company secretary may deal with important corporate matters such as Companies House filings, company records, board meetings and internal procedures.
In smaller private companies, these tasks are often handled by a director, accountant or professional company secretarial service. Larger companies may employ a dedicated secretary or governance team.
What does a company secretary do?
A company secretary helps the directors manage the company’s administrative and governance responsibilities. Typical duties can include:
- Maintaining company records and statutory information
- Monitoring Companies House filing deadlines
- Assisting with confirmation statements and other filings
- Recording changes to directors, secretaries and company details
- Organising board and shareholder meetings
- Preparing agendas and recording meeting minutes
- Keeping directors informed about administrative requirements
- Helping the company follow its articles of association
- Managing correspondence with Companies House and other authorities
- Keeping records of important company decisions
The precise duties should be agreed when the secretary is appointed. The role can range from handling a small number of Companies House updates to providing wider corporate-governance support.
What are the responsibilities of a company secretary?
A company secretary should carry out the tasks assigned to them carefully and keep the directors informed about important filings, deadlines and company changes.
Depending on their appointment, their responsibilities may include checking that company records are current, making authorised filings and ensuring that decisions are documented correctly.
However, appointing a secretary does not transfer the directors’ statutory duties to that person. Directors must still oversee the company and make sure its legal obligations are met. Read more about the role and responsibilities of a company director.
Does a limited company need a company secretary?
A private limited company is not normally legally required to appoint a company secretary. However, the company should check its articles of association because they may contain specific rules about appointments and company administration.
Even where the appointment is optional, a private company may find a secretary useful if it:
- Has several directors or shareholders
- Makes frequent changes to its company details
- Needs help maintaining records and monitoring deadlines
- Has directors who live outside the UK
- Is preparing for investment or expansion
- Wants professional support with Companies House filings
If you are setting up a new business, compare the available limited company formation packages.
Does a public company need a company secretary?
Yes. A public limited company must appoint a company secretary. The person appointed must have the appropriate qualifications or experience required for the role.
The requirements for public companies are more extensive than those applying to most private companies. If you are considering this structure, view the public limited company formation service.
Who can be a company secretary?
A private company can generally appoint either an individual or a corporate body as its secretary.
An individual secretary does not normally need to be a UK national or live in the UK, although the company must provide the necessary appointment information to Companies House.
A director can also act as the secretary of a private company. However, appointing another person may provide useful administrative support and a clearer division of responsibilities.
The company’s auditor cannot also act as its company secretary. Public companies must also follow additional rules concerning the secretary’s qualifications and experience.
Does a company secretary need formal qualifications?
A secretary appointed to a private limited company does not normally need a particular professional qualification. The directors should nevertheless appoint someone with the knowledge, experience and capacity to carry out the role properly.
A public company must appoint a person with suitable qualifications or relevant experience. The directors should confirm that the proposed secretary meets the applicable requirements before completing the appointment.
What is a corporate secretary?
A corporate secretary is a company or other eligible corporate body appointed to act as the secretary instead of an individual.
This arrangement can be useful where a business wants an external provider to assist with its company administration. The scope of the service should be clearly agreed so that the directors understand which tasks the provider will and will not perform.
Company secretary versus company director
| Company director | Company secretary |
|---|---|
| Manages the company and makes decisions on its behalf | Supports the company’s governance and administration |
| Owes statutory and legal duties to the company | Carries out the responsibilities assigned through their appointment |
| Remains responsible for overseeing filings and compliance | May prepare or submit authorised filings |
| Usually has decision-making authority | Does not automatically have the same authority as a director |
| Is required for every company | Is usually optional for a private company |
One person can hold both roles in a private company, but the responsibilities of director and secretary remain different.
How do I appoint a company secretary?
The appointment must be approved in accordance with the company’s articles and internal procedures. The company should record the decision and report the appointment to Companies House.
To appoint an individual secretary, you will normally need to provide details including:
- The secretary’s full name
- Their service or correspondence address
- The appointment date
Different information is required when appointing a corporate secretary.
CFS Formations can help submit the appointment electronically. To process the change, we will normally need the company number and Companies House authentication code. If your company was formed through CFS, these details may already be saved in our system.
How do I change a company secretary’s details?
If the secretary’s registered details change, the company should update Companies House and its own records. This can include a change to the secretary’s name or correspondence address.
Changing a secretary’s details is different from removing the existing secretary and appointing someone new. Make sure the correct type of update is submitted.
How do I remove or replace a company secretary?
A company can terminate a secretary’s appointment by following its articles and internal decision-making procedures. The termination should be recorded and reported to Companies House.
If another secretary is being appointed, the termination and new appointment should be treated as separate changes. Public companies must ensure that they continue to meet the requirement to have an appropriately qualified or experienced secretary.
How can CFS Formations help?
CFS Formations can help UK companies appoint a new secretary, update an existing secretary’s details or terminate an appointment. Our electronic company secretarial services are linked to Companies House, helping you submit the required change correctly.
Company secretary appointment services are available from £10.00.
If you do not have your Companies House authentication code or are unsure which change you need to make, please contact CFS Formations for assistance.
Frequently asked questions
Can a company secretary live outside the UK?
A secretary of a private UK company does not normally need to live in the UK. The company must still provide the required appointment details and ensure that the secretary can carry out their responsibilities effectively.
Can a director also be the company secretary?
Yes. A director can generally also act as the secretary of a private company. The company may still choose to appoint someone else to provide additional administrative support and separation between the two roles.
Is the appointment of a company secretary publicly visible?
Yes. Companies House records information about appointed company officers. The details made available should be considered before an appointment is submitted.
Can a company secretary sign documents for the company?
A company secretary may sign certain documents or make filings when they have the authority to do so. Appointment as secretary does not automatically give the person unlimited authority to enter into agreements or make decisions for the company.
Is a company secretary an employee?
Not necessarily. A secretary may be an employee, a director, an external professional or a corporate service provider. Their employment status depends on the arrangement agreed with the company.
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