Do You Need a Company Secretary in the UK? SME and Startup Rules

If you’re setting up a limited company (or already running one), it’s normal to hit that “admin reality check” moment and ask: do you have to have a company secretary in the UK?

It’s a fair question. “Company secretary” sounds like a formal corporate role that every company must have, and a lot of founders assume it’s a legal requirement. The good news is that for most SMEs and startups, the answer is simpler (and cheaper) than you might think.

Still, even if you don’t legally need to appoint a company secretary, the responsibilities that usually sit with that role don’t disappear. They just land somewhere else - often on the directors, or on whoever’s “good with paperwork”.

Below, we’ll walk you through what UK law says, when you might still want one, and how to stay compliant without overcomplicating your setup. This article is general information only and isn’t legal advice.

Do You Have To Have A Company Secretary In The UK?

For most modern small companies, no - you usually don’t have to appoint a company secretary.

In the UK, whether you must appoint a company secretary depends on your company type:

• Private limited companies (Ltd): generally not required to appoint a company secretary.
• Public limited companies (PLC): generally must have a company secretary.

So if you’re an SME or startup operating as a private limited company (which is the most common structure), you can usually run your company without appointing a company secretary.

That said, people often search “do you have to have a company secretary” because:

• older companies used to be required to appoint one;
• banks/investors sometimes ask who is handling company admin;
• the term gets used loosely to mean “the person who does Companies House filings”.

Key point: even if you don’t appoint a company secretary, you still need to meet your company’s legal obligations - particularly around filings, registers, and good governance.

What Does A Company Secretary Actually Do?

A company secretary isn’t (just) an administrative assistant. In the corporate governance world, it’s a role focused on compliance and good decision-making processes.

In a smaller business, these tasks are often handled by directors, an operations lead, a finance manager, or an external accountant or adviser.

Typical Company Secretary Responsibilities

A company secretary commonly supports with:

• Companies House compliance (eg confirmation statements and changes to company details);
• maintaining statutory registers (like registers of members/shareholders, people with significant control (PSC), and directors);
• board and shareholder meeting admin (notices, agendas, minutes, resolutions);
• helping directors follow the company’s constitution (its articles of association);
• share issuances and transfers (making sure paperwork is correctly documented);
• general governance support as your company grows (especially where there are multiple founders or investors).

If your company has (or is about to have) multiple shareholders, it’s also worth putting solid governance documents in place early - a Shareholders Agreement can help reduce disputes and clarify how decisions are made.

If You Don’t Appoint One, Who Is Responsible?

This is where startups can get caught out.

If you don’t appoint a company secretary, the company’s compliance responsibilities don’t vanish - the directors remain responsible for making sure the company meets its legal obligations.

That means if something is missed (for example, a confirmation statement isn’t filed on time), you generally can’t defend it by saying “we didn’t have a company secretary” or “our accountant was meant to do that”.

Common Compliance Tasks You Still Need To Manage

Even without a company secretary, your business should stay on top of:

• Companies House filings (confirmation statement, accounts, updates to directors, PSC details, registered office, etc.);
• keeping company records (including minutes and resolutions for key decisions);
• issuing shares correctly and recording ownership changes;
• following your articles of association when making decisions or issuing shares;
• keeping investor/founder governance clear as you grow.

Your “company constitution” is usually your articles of association - and if you’re unsure what they say (or whether they suit your business), getting your Company Constitution reviewed early can save a lot of stress later, especially before fundraising or bringing in new shareholders.

When Might An SME Or Startup Still Want A Company Secretary?

Even though you usually don’t have to have a company secretary, there are times when appointing one (or using an external provider) can be a smart move.

Think of it less as “another cost” and more as “how do we reduce the chance of admin mistakes becoming compliance issues?”.

1) You’re Fundraising Or Bringing In New Shareholders

Once you have investors, governance tends to become more formal. You may need:

• regular board meetings and written minutes;
• proper shareholder approvals for reserved matters;
• clear documentation for share issuances and changes.

In these scenarios, a company secretary (or someone performing that function) can help keep things tidy and consistent - which investors usually appreciate.

2) You Have Multiple Directors And Decisions Are Getting Messy

In early-stage startups, decisions often happen informally (Slack messages, quick calls, “everyone’s agreed, right?”). As you grow, you’ll want a better paper trail for major decisions.

Having properly documented decisions can also help reduce disputes between co-founders later, particularly if you have a Founders Agreement setting out roles, ownership expectations, and what happens if someone leaves.

3) You’re Expanding Into Regulated Or Higher-Risk Work

Some industries or customer contracts demand higher standards of compliance, record-keeping, and governance. If you’re working with enterprise clients, government bodies, or regulated partners, they may expect structured governance processes.

4) You’re Simply Too Busy To Stay On Top Of Filings

Plenty of founders can manage basic compliance at the start - until hiring ramps up, sales scale, and suddenly the confirmation statement deadline is a week away.

Appointing a company secretary (or outsourcing the role) can reduce the chance of missed filings and help ensure changes are recorded properly as they happen.

What Are The Risks Of Not Having A Company Secretary?

Not having a company secretary is usually fine for startups and SMEs - as long as you have a clear system for compliance and record-keeping.

The risk isn’t “no company secretary” in itself. The risk is that, without a clear owner of the admin tasks, things can slip.

Practical Risks For Small Businesses

• Missed Companies House deadlines (which can lead to penalties and unnecessary stress).
• Incorrect company records (for example, share ownership not properly documented).
• Founder or investor disputes if decisions aren’t properly recorded or approvals weren’t obtained.
• Delays in fundraising, investment, or sale if due diligence highlights gaps or inconsistencies in corporate records.

And while this article is focused on the company secretary question, it’s worth remembering that compliance is only one part of protecting your business. You’ll usually also need the right contracts and policies in place as you scale - like a properly drafted Employment Contract when you hire, or a Privacy Policy if you collect personal data through your website or app.

How To Decide What’s Right For Your Business

If you’re trying to decide whether you need to appoint a company secretary, a good approach is to focus on two things:

• What does the law require for your company type?
• What governance support does your business realistically need right now?

A Quick Decision Checklist For SMEs And Startups

You’ll usually be fine without a company secretary if:

• you’re a private limited company;
• you have one or two directors who communicate well;
• you have a system for filing deadlines and record-keeping;
• your shareholding structure is simple;
• you’re not yet dealing with investors or complex governance.

You may want to appoint one (or outsource the function) if:

• you’re fundraising or have investors already;
• you’re issuing or transferring shares regularly (eg employee equity, new investors);
• your company has multiple directors and you need clearer decision records;
• you’re preparing for due diligence (investment, acquisition, large commercial contracts);
• compliance is becoming a recurring pain point.

Don’t Forget Your Other Legal Foundations

Startups often focus on incorporation and filings, then leave everything else until later. But for many SMEs, the bigger risk sits in day-to-day commercial relationships.

Depending on how you operate, that might mean:

• customer terms for your product or service;
• supplier agreements;
• contractor arrangements;
• shareholder arrangements;
• data protection compliance.

If you’re taking on contractors (common for early startups), it’s also worth making sure your agreements clearly deal with intellectual property ownership, confidentiality, and deliverables - a tailored Contractor Agreement can help you avoid painful disputes later.

Key Takeaways

• Do you have to have a company secretary? If you’re a private limited company (Ltd), you generally don’t have to appoint a company secretary, but PLCs usually do.
• Even without a company secretary, directors remain responsible for legal compliance, filings, and record-keeping.
• A company secretary role typically covers Companies House filings, statutory registers, and governance support like meeting minutes and resolutions.
• Many SMEs and startups don’t appoint a company secretary early on, but it can be useful once you have investors, multiple directors, or frequent share changes.
• The biggest risk of “no company secretary” is missed deadlines and messy records, which can cause issues during fundraising, disputes, or due diligence.
• Strong legal foundations go beyond filings - putting the right agreements and policies in place early can help protect your business as it grows.

If you’d like help setting up your company’s governance properly (or you’re not sure what your business needs as it grows), you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.