Alex is Sprintlaw’s co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
Contents
When you’re running a small business, the “admin” side of company compliance can feel like it keeps expanding as fast as your to-do list.
One question that often comes up (especially when you start taking investment, hiring staff, or adding multiple directors) is whether you should appoint a company secretary - and what Companies House expects when you do.
The good news is that for most UK private limited companies, appointing a company secretary is optional. But “optional” doesn’t always mean “irrelevant”. If your business is scaling, bringing on shareholders, or you want tighter governance, a company secretary can be a practical (and sometimes strategic) appointment.
Below, we break down what appointing a company secretary means in the UK, how the Companies House process works, and what SMEs and startups should put in place so you’re protected from day one.
Do You Need To Appoint A Company Secretary?
For most startups and SMEs, the key point is:
- Private limited companies generally do not have to appoint a company secretary.
- Public limited companies (PLCs) generally do have to appoint one.
This position comes from changes introduced under the Companies Act 2006, which removed the requirement for private companies to have a company secretary. That said, there are still a few situations where a private company may effectively need one.
When A Private Company Might Still “Need” One
Even if the law doesn’t force you, you might still need (or strongly benefit from) a company secretary if:
- Your articles of association require it (some older or heavily customised articles do).
- You have multiple directors and decisions are being made quickly, so you need someone to keep governance tidy.
- You’re raising capital and investors expect stronger compliance processes (board packs, minutes, Companies House filings done properly).
- You’re entering regulated or high-risk industries where strong record-keeping and oversight helps with audits and risk management.
If you’re not sure what your company’s constitution says, it’s worth checking your Company Constitution (your articles of association) before you make any decisions.
Is It A Red Flag If You Don’t Have A Company Secretary?
Not at all. Many UK startups run perfectly well with directors handling filings and compliance, especially in the early stages.
But as your company grows, missing deadlines or getting board processes wrong can create real risk - from investor concerns through to disputes between founders. A company secretary can be one way to reduce that risk and keep your governance organised.
What Does A Company Secretary Actually Do In A Small Business?
A company secretary is an officer of the company whose role is usually focused on company administration, governance, and compliance.
In a small business, the company secretary role is often practical rather than ceremonial. Think of it as “making sure the company does what it needs to do, on time, and with a paper trail that stands up if anything is ever questioned”.
Common Responsibilities Of A Company Secretary
Depending on what you decide internally, the company secretary might:
- Maintain the company’s statutory registers (like the register of members/shareholders).
- Coordinate Companies House filings (appointments, resignations, confirmation statements, etc.).
- Prepare agendas and circulate board materials.
- Ensure decisions are properly documented (board minutes and shareholder resolutions).
- Help make sure the company follows its internal rules in the articles and any shareholder arrangements.
- Support corporate actions like issuing shares, transferring shares, or adopting new articles.
One simple but powerful governance habit is consistently recording decisions with clear minutes - especially when there’s more than one director. If you need a reference point for what “good” looks like, having a consistent approach to Meeting Minutes can save a lot of pain later.
What A Company Secretary Is Not
A company secretary is not automatically responsible for everything. Importantly:
- Directors still hold the core legal responsibility for running the company and meeting statutory obligations.
- Appointing a company secretary does not “shift” directors’ duties away.
- A company secretary isn’t necessarily a lawyer or accountant (although some are professionals in those areas).
So, if your aim is to reduce director workload, a company secretary can help - but you should still make sure directors are actively overseeing compliance.
Who Can Be Appointed As A Company Secretary?
If you’ve decided appointing a company secretary makes sense, the next question is: who can you appoint?
In the UK, a company secretary can be:
- An individual (a person), or
- A corporate body (another company or firm providing company secretarial services).
Eligibility And Restrictions
For private companies, there’s flexibility. But there are still important rules to be aware of:
- A sole director generally cannot also act as the company secretary of the same private company. (This is a common trap for one-director startups.)
- If you appoint an individual, you’ll need their personal details for the Companies House filing (including service address and other required information).
- If you appoint a corporate secretary, the filing will include the corporate entity’s details.
From a practical perspective, SMEs usually choose one of these routes:
- Internal appointment: a trusted team member (often in operations/finance) who has strong attention to detail and understands confidentiality.
- Professional support: an external provider who handles filings and record-keeping.
- Founder/admin support: a co-founder or another director takes on the role, if permitted and sensible.
If your governance is getting more complex (multiple founders, investors, different share classes), it’s also worth making sure your decision-making rules are documented in a Shareholders Agreement, because that will often matter just as much as whether you have a company secretary.
How To Appoint A Company Secretary (And Notify Companies House)
Once you’ve identified the right person (or corporate provider), the appointment itself is usually straightforward - but it’s important you do it properly.
At a high level, there are two “tracks” you need to cover:
- Internal approval: your company must validly approve the appointment in line with its articles and governance process.
- External notification: you must notify Companies House within the required timeframe.
Step 1: Check Your Articles And Any Shareholder Arrangements
Before you appoint anyone, check whether:
- your articles set out a specific process (eg director decision, shareholder approval, specific voting thresholds), and
- any investor/shareholder arrangements require consultation or consent.
This is where many startups get caught out: they do the “practical” thing quickly, but it wasn’t approved in the “legally correct” way - which can cause problems later during due diligence.
Step 2: Approve The Appointment (Usually By Board Resolution)
Most commonly, the directors approve the appointment by passing a board resolution.
You’ll want to document this clearly (date, attendees, decision, and any relevant details of the secretary). Depending on your company’s setup, you may also want a written resolution instead of holding a meeting.
Having a clear template for a Company Resolution can make this process far easier, especially if you’re making multiple governance updates at once.
Step 3: File The Appointment With Companies House
When you appoint a company secretary, you generally need to notify Companies House using the relevant form (commonly AP03 for appointing a secretary).
Companies House filings can be made online in many cases, and you will generally need details such as:
- the secretary’s name (or corporate name),
- service address,
- appointment date, and
- any additional information required for the filing.
Timing matters. In general, you must notify Companies House of changes to company officers within 14 days of the change. If you miss the deadline, you may create avoidable compliance risk, and you’ll be leaving your public register out of date.
Step 4: Update Your Internal Company Records
In addition to Companies House, your company should update its internal records. This often includes:
- statutory registers,
- board minutes/resolutions, and
- your internal compliance tracker (confirmation statement due dates, accounts filing deadlines, etc.).
If your company is signing documents as part of the process (or your secretary will be signing documents going forward), it’s also worth getting clarity on signing rules early. This avoids confusion later about what “counts” as a valid signature. A useful starting point is understanding Legal Signature Requirements.
What About Removing Or Replacing A Company Secretary?
If your secretary leaves the business or you want to restructure responsibilities, you can remove them - but you should treat that change with the same care as the appointment:
- proper internal approval (check articles),
- documented decision, and
- Companies House filing (commonly TM02 for termination of a secretary’s appointment).
Even if it feels like “just admin”, these officer changes become visible on the public register, and inconsistencies can raise questions during investment rounds or a future sale.
Practical Compliance Tips For SMEs (So Your Governance Doesn’t Get Messy)
Appointing a company secretary is only useful if the role actually improves your compliance and governance. For SMEs and startups, this usually comes down to a handful of practical habits.
1) Be Clear On Scope: What Are They Responsible For?
In small businesses, roles blur quickly. If your company secretary is internal, decide (in writing) whether they’re responsible for:
- preparing board packs,
- circulating resolutions,
- filing confirmations and officer changes,
- maintaining statutory registers, and
- keeping the compliance calendar.
This doesn’t need to be complicated - but clarity avoids the classic “I thought you were doing that” problem.
2) Treat Board Decisions Like They Matter (Because They Do)
In early-stage businesses, it’s common to make decisions over WhatsApp, Slack, or a quick call. That’s not inherently “wrong”, but it becomes risky when:
- there are multiple directors who don’t fully agree,
- investors later ask for decision records, or
- you need to prove when and why a decision was made (eg issuing shares, approving a loan, entering a major contract).
Keeping decisions properly recorded in Meeting Minutes (even if brief) can dramatically reduce disputes later.
3) Make Sure Your Signing Process Is Consistent
Startups often end up signing a wide range of documents quickly: supplier agreements, client contracts, NDAs, leases, finance documents, IP assignments, and more.
If your secretary will coordinate signing (or sign on behalf of the company where authorised), get your process straight:
- Who has authority to sign?
- Do you need one director or two?
- Is it being executed as a deed?
- Do you need a witness?
For anything being signed as a deed, execution formalities matter a lot. If you’re unsure, it’s worth understanding Executing Deeds so you don’t accidentally create an unenforceable document.
4) Don’t Forget Data Protection And Confidentiality
A company secretary often has access to sensitive information, including shareholder details, director addresses, company financial information, and sometimes employee issues.
If they’re handling personal data (even internally), you should ensure your business has the right privacy compliance foundations in place. This may include a Privacy Policy if you collect personal data through your website or operations, and internal policies for how sensitive data is stored and accessed.
5) Consider The “Bigger Picture” As You Grow
Appointing a company secretary often happens when you’ve outgrown informal processes.
Imagine this: your startup closes a seed round, you’ve got 6–10 shareholders, and you’re issuing shares to new joiners. If you don’t have clean records and a consistent process, you can end up with:
- uncertainty about who owns what,
- missing resolutions for key actions,
- late filings (raising red flags), and
- more legal costs later to “fix” governance that could have been organised from day one.
This is where a good company secretary (plus the right core legal documents) can become a genuine asset rather than just an administrative cost.
Key Takeaways
- Appointing a company secretary is usually optional for UK private limited companies, but it can be valuable for SMEs and startups as governance becomes more complex.
- Check your articles of association first, because your internal rules may require a secretary or set out a specific appointment process.
- A company secretary can help with compliance, record-keeping, and Companies House filings, but directors remain responsible for the company’s legal obligations.
- When you appoint a secretary, you should approve the appointment properly (often by board resolution) and then notify Companies House using the correct filing process.
- Good governance is more than filing forms - consistent minutes, clear resolutions, and proper signing processes can prevent disputes and make fundraising and due diligence smoother.
- If you’re unsure whether you need a company secretary or how to document the appointment correctly, it’s worth getting tailored legal advice so you don’t create avoidable risk as you grow.
If you would like help with appointing a company secretary, updating your articles, or getting your company governance in shape for growth, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.
