Do You Need a Company Secretary in the UK?

If you’ve recently set up a company (or you’re weighing up whether to do so), you’ve probably seen the role “company secretary” pop up. Do you legally need one? And even if you don’t, would appointing a company secretary make your life easier?

In this guide, we’ll explain exactly when a company secretary is required under UK law, what they actually do day to day, and how small businesses can decide whether appointing one is worth it. We’ll also cover simple alternatives so you stay compliant without unnecessary cost or complexity.

Let’s break it down so you can move forward confidently and get your legal foundations right from day one.

What Is A Company Secretary?

A company secretary is the officer responsible for helping your company meet its legal and governance obligations. Think of them as the person who keeps the official record-keeping, filings and board processes humming so directors can focus on running and growing the business.

In large or listed companies, it’s a senior governance role. In small private companies, it’s often a practical, admin-heavy function that can be handled in-house by an experienced operator or outsourced to a specialist provider.

Typical duties include:

• Preparing agendas and minutes for board and shareholder meetings, and keeping accurate company records
• Maintaining statutory registers (for example, directors, members, charges, and the PSC register)
• Overseeing Companies House filings (such as the confirmation statement and event-driven updates)
• Coordinating share issues and transfers, including updating the register of members and producing share certificates
• Guiding directors on governance processes, approvals and voting thresholds
• Helping with day-to-day compliance across the Companies Act 2006 and the company’s constitutional documents

Importantly, a company secretary is not the same as a personal assistant. It’s a legal and governance role tied to the company’s obligations - and it often intersects with finance, legal and HR processes.

Do You Legally Need A Company Secretary?

Under the Companies Act 2006, most small businesses do not legally need to appoint a company secretary.

• Private companies limited by shares (Ltd): No legal requirement to have a company secretary, unless your company’s constitution requires one.
• Public limited companies (PLC): A company secretary is mandatory, and specific qualifications/experience are expected.

So, if you operate a typical private limited company, the default position is simple: you don’t need a company secretary. However, there are three key exceptions where you effectively must have one:

1. Your own constitution requires it. Some Articles of Association include a clause mandating a company secretary. If that’s the case, you either appoint one or amend your articles (with the correct approvals) to remove the requirement.
2. Stakeholders demand it. Investors, lenders or acquirers sometimes make the appointment of a company secretary a condition of investment or financing, particularly where enhanced governance is expected.
3. You are a PLC. Public companies must appoint a qualified company secretary and notify Companies House.

If none of these apply, you can leave the role vacant and have directors or an outsourced provider look after the responsibilities. The directors remain ultimately responsible for compliance either way.

When Does It Make Sense For A Small Company To Appoint One?

Even though it’s not mandatory for private companies, appointing a company secretary can be a smart move as you scale - especially if your board wants consistent governance and clean records that will stand up to investor or due diligence scrutiny.

Scenarios Where Appointing Helps

• Regular board meetings and resolutions: If your company is making frequent decisions, having someone manage Board Resolutions, minute-taking and filings can save time and reduce errors.
• Complex share capital: Where you’re issuing options, transferring shares or bringing in new investors, a company secretary can coordinate documentation, update the register of members, and keep filings on track.
• External scrutiny: If you’re preparing for a funding round, a sale, or a grant, tidy statutory books and consistent processes make due diligence far smoother.
• Multiple entities: If you have a group structure or subsidiaries (including overseas), centralising governance with a company secretary reduces risk and duplication.

Pros And Cons For Small Businesses

Pros:

• Better governance and confidence in filings/records
• Time back for founders and directors
• Fewer administrative mistakes and missed deadlines
• Stronger impression with investors, lenders and partners

Cons:

• Cost of a hire or outsourced service
• Role can overlap with finance or operations unless duties are clearly defined
• Not strictly necessary for many small, straightforward companies

If you decide against a formal appointment, that’s fine - just make sure you’ve clearly allocated these responsibilities internally and that someone owns the calendar for filings, registers and minutes. It’s also worth ensuring your directors are comfortable chairing and running directors’ meetings properly so approvals are valid and recorded.

What Does A Company Secretary Do Day To Day?

Here’s a closer look at the areas a company secretary typically handles for a private company. Even if you don’t appoint one, these tasks still need to happen - they’ll just sit with a director, operations lead, or an outsourced provider.

1) Governance And Meetings

• Scheduling board and shareholder meetings and preparing agendas
• Taking accurate minutes and tracking actions and approvals
• Advising on voting thresholds and ordinary vs special resolutions
• Ensuring the company follows its own Articles of Association (for example, notice periods and quorum)

2) Statutory Registers And Filings

• Maintaining the register of members (shareholders), directors and secretaries (if appointed)
• Maintaining the People with Significant Control register and ensuring timely updates
• Preparing and filing the annual confirmation statement and other event-driven filings at Companies House

3) Shares And Capital Changes

• Coordinating share issues and transfers, drafting resolutions, and updating the register of members
• Issuing share certificates and making sure pre-emption and other rights in the articles are followed
• Keeping tidy records that investors and lenders will want to see later

4) Execution Of Documents

• Advising on correct company execution of agreements and deeds, such as using two authorised signatories (e.g. a director and the secretary) or following witnessing rules for executing deeds
• Maintaining a log of authorised signatories and specimen signatures

5) Practical Compliance Support

• Keeping an eye on Companies Act 2006 requirements that affect the board’s processes and filings
• Helping align internal policies and contracts with governance needs (for example, onboarding directors with a Directors Service Agreement)

For many small teams, these tasks aren’t complex - they’re just easy to forget in the rush of day-to-day operations. That’s why a clear responsibility matrix matters, regardless of whether you appoint a formal secretary.

How Do You Appoint (Or Remove) A Company Secretary?

If you choose to appoint a company secretary, the process is straightforward - but a few details are worth getting right.

Step 1: Check Your Articles

Review your Articles of Association to confirm whether a secretary is required and whether any specific process is prescribed for appointments or removals. Most model articles for private companies allow (but don’t require) the appointment.

Step 2: Approve The Appointment

The board can usually appoint a company secretary by resolution. Record the decision formally and keep it with your company records. If you’re not using a secretary yet, make sure your approach to approvals and minutes is clear - the rules for Board Resolutions still apply.

Step 3: Notify Companies House And Update Registers

File the appropriate notice of appointment with Companies House within the required timeframe. Then update your internal register of secretaries. If you later remove or replace the secretary, file the cessation notice and update your records accordingly.

Step 4: Clarify Duties And Access

Even if you’re appointing an existing team member, specify responsibilities, access to systems (for filings), and document retention practices. It often helps to:

• Confirm authorised signatories and how contracts will be executed
• Allocate responsibility for annual confirmation statement filings
• Agree who manages statutory registers (including PSC), share capital updates and meeting packs

Eligibility And Practicalities

• For private companies, there’s no formal qualification requirement. You can appoint an individual or a corporate secretarial provider.
• For PLCs, the company secretary must have appropriate qualifications or experience and you’ll need to follow stricter rules.
• A director can also be appointed as company secretary in a private company. If you go down this route, be sure the dual hat doesn’t create practical conflicts (for example, the same person preparing and approving minutes).

If you’re unsure about the right set-up, it’s worth getting tailored advice - especially where investors or lenders are involved, or if your group has overseas entities with their own local requirements.

What If You Don’t Appoint One? Practical Alternatives And Best Practice

Plenty of private companies run smoothly without a named company secretary. The key is to put simple systems in place so you don’t miss legal steps that are small on paper but significant if forgotten.

Allocate Responsibilities Clearly

Decide who owns each task: filings, minute-taking, registers, share changes and meeting logistics. Document that in an internal checklist and keep it current. If you’re regularly adding or replacing directors, make sure you have a clear process to onboard them (including a suitable Directors Service Agreement).

Use Templates And A Meeting Rhythm

Keep a standing agenda for board meetings, a resolution template, and a minute template. Set a regular schedule for meetings and the annual confirmation statement. Consistency helps build habits - and it makes audits or due diligence much easier.

Keep Statutory Books Up To Date

Treat your registers like live documents. Update the register of members immediately after share issues or transfers and keep your People with Significant Control information current. If you’re unsure how to document a transfer or allotment, get advice before you click “submit” to Companies House.

Follow Your Own Constitution

Your Articles set the rules for approvals and decision-making - things like notice periods, quorum, and what needs shareholder approval. If you’re ever in doubt about whether you need a board resolution or shareholder vote, check your Articles and the rules on ordinary vs special resolutions.

Get Execution Right

Make sure contracts and deeds are signed correctly for the company. In many cases, a deed can be executed by two authorised signatories (such as two directors, or one director and the company secretary), or via a single director with an independent witness. If you’re unsure, review the basics of executing deeds so important documents aren’t later challenged.

When To Consider Outsourcing

If you prefer not to appoint a secretary but want the comfort of expert support, you can outsource the function. An external provider can manage filings, registers, minutes and board calendars while your directors retain full control over strategic decisions. This can be cost-effective for growing SMEs that want “PLC-style” hygiene without adding headcount.

Don’t Forget The Bigger Governance Picture

As your company scales, governance touches more than just filings. You may want to formalise how the board operates, set a regular timetable for meetings, and align voting thresholds to your capital table and investor expectations. Many growing companies eventually adopt a Shareholders Agreement to lock in voting rights, information rights and decision-making processes that sit alongside your Articles.

If you’re still setting up, getting support to register a company and tailor your constitution early can save you headaches later.

FAQs: Quick Answers To Common Questions

Can A Small Private Company Appoint A Secretary Later?

Yes. You can appoint a company secretary at any time by board resolution, notify Companies House, and update your registers. If your Articles require a secretary, you’ll need to have one in place or amend the Articles correctly before you remove the role.

Can The Same Person Be A Director And Company Secretary?

In a private company, yes. One person can hold both roles. Just make sure there’s sufficient oversight (for example, a second director to approve minutes for key decisions) so governance remains robust.

Can A Corporate Body Act As Company Secretary?

Yes. Many private companies appoint a specialist corporate secretarial firm to carry out the role. This is a common and efficient option for SMEs.

Who Is Responsible If There’s No Secretary?

The directors. Even if you appoint a company secretary, directors retain ultimate responsibility for compliance under the Companies Act 2006. A secretary supports - but doesn’t replace - the board’s duties.

Does A Company Secretary Have To Attend Every Meeting?

Not legally, but it’s best practice for the secretary (or the person performing the role) to attend or at least prepare the papers and minutes, so your records accurately reflect decisions and approvals.

Key Takeaways

• Most private companies in the UK do not legally need a company secretary. PLCs must have one, and some companies choose to appoint one for better governance.
• Always check your Articles of Association - they may require a company secretary or set specific rules for appointments and removals.
• Even without a secretary, the same work still needs to be done: minutes, filings, statutory registers (including the PSC register), share capital changes and proper approvals.
• Appointing a secretary can streamline board processes, improve record-keeping, and impress investors and lenders, especially as you scale.
• If you don’t appoint one, allocate responsibilities clearly, run effective directors’ meetings, follow voting rules on resolutions, and ensure correct company execution of key documents, including deeds.
• When in doubt, get tailored advice - especially if investors, lenders or group structures are in play, or if your company is preparing for a transaction or funding round.

If you’d like help deciding whether to appoint a company secretary - or you want practical support with articles, board processes, minutes, filings or a Shareholders Agreement - you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.