Company secretarial duties
Company Secretarial Duties
Certain information about a company must be publicly available, including its annual accounts, registered office address, and details of directors, the company secretary (if applicable), and members. Historically, the company secretary has been responsible for providing and updating this information. If your company is in the Nottingham area, AHACCOUNTANTS can offer comprehensive assistance with company secretarial matters.
Company legislation allows a business organization to benefit from limited liability protection, separating the legal entity of the organization from the individuals who own and manage it. In return, certain information about the company must be publicly available, such as its annual accounts and registered office address. The company secretary has traditionally handled the provision and updating of this information.
Do All Companies Need a Company Secretary?
Since April 2008, private limited companies (designated as ‘limited’ or ‘ltd’) are not required by the Companies Act 2006 to appoint a company secretary unless their articles of association specifically require it. Even if such a requirement exists, directors can amend the provision with shareholder agreement.
Although private companies are not mandated to have a company secretary, many still choose to employ one. This role is important for shareholder administration, communication, corporate governance, and statutory compliance. In the absence of a company secretary, the responsibility falls to the directors, prompting many private companies to retain one to alleviate administrative and governance burdens.
Public limited companies (ending in ‘plc’) must appoint a company secretary with the requisite knowledge and experience, demonstrated through professional qualifications or relevant experience.
The company secretary is considered an officer of the company and may be held criminally liable for defaults, such as failing to file necessary documents on time.
If Your Private Company Does Not Want a Company Secretary
If a private company opts not to have a company secretary, it should check its Articles of Association to confirm that no appointment is required. The company must also inform Companies House of the resignation of any existing company secretary.
In the absence of a company secretary, any communication normally directed to this position is treated as being sent to the company. Responsibilities typically handled by the company secretary will instead be taken on by a director or a person authorized by the directors.
The Company Secretary and Companies House
A company secretary, or the person responsible for company secretarial duties in a private company, will regularly interact with Companies House, the repository for public records about the company.
Most communications with Companies House are conducted through their online Webfiling system. Companies House is moving towards 100% online filing, and areas of their website where forms can be downloaded prominently indicate which forms can be completed electronically.
Company Secretarial Duties
The duties of the person responsible for company secretarial matters are generally categorized into three main areas:
- Maintaining Statutory Registers: Companies must maintain up-to-date registers of key details, including:
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- A register of members
- A register of directors
- A register of charges
- A register of People with Significant Control (PSC register)
The details in these registers include names, addresses, dates of appointment and resignation (for directors), and the number and type of shares held by members. Failing to keep these registers updated can incur penalties of up to £5,000.
The registers must be available for public inspection at the company’s registered office or at a single alternative inspection location (SAIL), which must be recorded with Companies House.
Companies may choose to keep directors’ residential addresses private and maintain a separate register for this purpose, which is not available for public inspection.
- Completing and Filing Statutory Forms: Companies must ensure that their records at Companies House are current and contain accurate information. Key filing responsibilities include:
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- Timely filing of annual accounts (within 9 months of the accounting year-end for private limited companies).
- Filing the annual confirmation statement within 14 days of the review period.
- Notifying Companies House of changes such as director appointments, changes of registered office, or share allotments within specified timeframes.
The company secretary ensures compliance with these filing requirements to avoid penalties and potential legal consequences.
- Meetings and Resolutions: Company law establishes procedures for conducting company business through formal meetings where resolutions are passed. Responsibilities in this area include:
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- Providing proper notice of meetings to members and auditors.
- Minuting the proceedings and ensuring copies of resolutions are filed with Companies House within the required timeframe.
Keeping Your Public Record Safe
Companies House has reported increasing instances of fraudulent filings, often involving unauthorized changes to a company’s registered office, enabling fraudsters to make further unauthorized changes. Companies are encouraged to file information online securely, particularly through the enhanced security offered by Companies House’s PROOF (Protected Online Filing) system.
Changes Ahead
The government published a white paper in February 2022 outlining reforms for Companies House, aiming to enhance the integrity of the public register. Key proposed changes include:
- Expanding the Registrar’s role to maintain accurate public records.
- Introducing identity verification for individuals managing and controlling companies.
- Improving financial information requirements, including iXBRL tagging for accounts.
The Economic Crime and Corporate Transparency Bill received Royal Assent on 26 October 2023, with measures expected to roll out from Spring 2024. These changes aim to improve transparency and ensure more accurate and trustworthy information on public registers.