Is A Company Secretary A Director In The UK?

If you’re running (or about to register) a UK company, you’ll quickly bump into two governance roles: directors and the company secretary. It’s common to ask: is a company secretary a director? Do you need both? And who can sign what on behalf of the company?

Don’t stress - once you separate the legal duties from the admin tasks, it all gets much simpler. In this guide, we’ll unpack how the roles differ under the Companies Act 2006, when a small private company actually needs a secretary, and the practical steps to appoint or remove one without headaches.

Getting this right early helps you stay compliant, keep decision‑making tidy, and avoid avoidable risk as your business grows.

Are Company Secretaries Directors Under UK Law?

Short answer: no. A company secretary is not automatically a director. They are distinct roles in UK company law.

Here’s the basic position for most small businesses (private companies limited by shares):

• Private companies are not legally required to have a company secretary. You can choose to appoint one, but you don’t have to.
• If you do appoint a company secretary, they are not a director unless they are separately appointed to the board as a director.
• One person can hold both roles in a private company (for example, a founder can be both a director and company secretary), unless your Articles of Association say otherwise.

Public companies (PLCs) are different. A PLC must have a suitably qualified company secretary and at least two directors. The secretary is still not a director unless also appointed as one.

Why the confusion? Historically, some documents needed the signatures of “two authorised signatories,” which often meant “a director and the secretary,” so many people assumed the roles were equivalent. In law, they’re not - the board (directors) makes decisions and owes statutory duties; the company secretary helps the board stay compliant and organised.

Company Secretary Vs Director: Key Differences

Understanding the split helps you put the right guardrails around your governance from day one.

1) Appointment And Status

• Directors are the company’s decision‑makers and fiduciaries. They must be formally appointed and registered at Companies House. They sit on the board and collectively manage the company’s affairs.
• Company Secretary is an administrative and compliance officer. Appointment is optional for private companies, but if you do appoint one, you must also record the appointment and keep the company’s registers updated.

2) Legal Duties And Liability

• Directors have statutory duties under the Companies Act 2006 (for example, to promote the success of the company, exercise reasonable care and skill, avoid conflicts, and act within powers). Breaches can lead to personal liability, disqualification, and other sanctions.
• Company secretaries do not have the same statutory duties as directors. However, they can commit offences (for example, failing to file required documents) and may face civil or criminal penalties for certain compliance failures.

3) Decision-Making Authority

• Directors make strategic and operational decisions, typically recorded through board resolutions or shareholder resolutions. If you’re new to formal governance, it’s worth reviewing how to run orderly directors’ meetings and record them properly.
• Company secretaries implement and record board decisions, keep statutory books, file forms at Companies House, coordinate meetings and minutes, and maintain registers.

4) Authority To Bind The Company

Directors typically have authority (actual or apparent) to bind the company in contracts within the company’s usual business. A company secretary’s day‑to‑day authority is usually more administrative, though they may be an “authorised signatory” for filings and certain documents if your board or policies say so.

The safer approach is to set clear internal rules about who can sign what - and in what limits - to avoid disputes about authority to bind the company.

5) Contractual Terms

• Directors who work in the business (e.g., managing directors) should have a tailored Directors Service Agreement covering duties, pay, confidentiality, IP ownership, post‑termination restrictions and termination.
• Company secretaries can be employees or outsourced. If employed, use an Employment Contract that reflects their responsibilities, confidentiality obligations, and data access parameters.

Do You Need A Company Secretary In A Small Private Company?

Most small private companies don’t appoint a company secretary - and that’s fine legally. However, there are times when a secretary is genuinely helpful:

• Growing compliance workload: If you’re issuing shares, onboarding investors, maintaining option schemes, or entering multiple jurisdictions, a dedicated compliance function reduces risk.
• Multiple directors or shareholders: Coordinating board calendars, circulating papers, drafting minutes, and keeping statutory registers centralised saves time and avoids mistakes.
• External stakeholders: Banks, investors, or grant bodies sometimes expect clear governance. A named secretary can signal that you take governance seriously.

Before you appoint (or decide not to), check your Articles of Association. Some bespoke articles include rules about the secretary role, signatures, or meeting formalities. Aligning your decision with your constitution prevents conflicts later.

You should also consider the broader governance framework - for instance, do you have a Shareholders Agreement that sets out decision‑making at shareholder level and helps prevent deadlocks? Good documentation keeps board and shareholder powers cleanly separated.

How To Appoint (Or Remove) A Company Secretary

If you decide to appoint a company secretary in a private company, here’s the practical process.

Step 1: Check Your Articles And Board Protocols

Confirm that your Articles of Association don’t restrict who can be appointed or how. Some companies also have internal approval thresholds or sign‑off rules set by the board or shareholders.

Step 2: Prepare And Pass A Board Resolution

Document the appointment with a clear board resolution stating the individual’s name, start date and scope. Minutes should record the decision, and you should keep a copy with your company records. Getting into the habit of formal resolutions now makes later decisions - financing, option grants, related‑party transactions - much smoother.

Step 3: File The Appointment At Companies House

For private companies, you need to notify Companies House of the appointment of a secretary using the relevant form (currently AP03 for an individual secretary or AP04 for a corporate secretary) and update your statutory registers. When the appointment ends, you file the termination (currently TM02) and update records accordingly.

Step 4: Put The Right Contract In Place

Where the secretary is an employee, issue an appropriate Employment Contract. If the role is outsourced, use a services contract that clearly sets out scope, confidentiality, data access and liability. Steer clear of generic templates - the secretary has access to your core corporate records, so clarity and accountability really matter here.

Step 5: Keep Your Registers And Files Up To Date

Maintain accurate statutory books, including the register of secretaries (if you have one), directors, members, and PSCs. Keep minutes of board and shareholder decisions, and make sure filings are made on time. If your records need a refresh, it’s worth revisiting your approach to statutory registers and confirming who is responsible for updates.

Authority To Sign And Bind The Company

Another common area of confusion is who can sign contracts and deeds on behalf of the company - and when you need the company secretary involved.

Signing Ordinary Contracts

For most day‑to‑day contracts, the board can authorise specific directors or roles to sign. Many SMEs adopt a simple delegation policy (for example, spend limits for managers, specific authority for the CEO or COO, and board sign‑off for major items). This reduces bottlenecks while preserving oversight.

Where there is any uncertainty about actual or apparent authority, your risk rises (for instance, a supplier might assume someone could sign when they can’t). Tidy internal delegations and consistent external messaging minimise disputes about the capacity to bind the company.

Executing Deeds

Under the Companies Act 2006, an English company can execute a deed by either:

• Two authorised signatories (two directors, or one director and the company secretary), or
• One director in the presence of a witness who attests the signature.

In practice, many private companies execute deeds via a single director with a witness. Larger or more formal transactions may use two authorised signatories. Either way, make sure your process for executing contracts is consistent and recorded (e.g., who can sign, how witnesses are chosen, and where completed originals are stored).

Company Seal

Most private companies don’t use a company seal. If you do, your Articles will usually set out how it must be applied and who must countersign. The seal is optional, not a requirement.

Minutes, Resolutions And Records

Whether or not you have a secretary, good governance means documenting key decisions clearly and keeping your records aligned. Routine approvals should be captured in properly drafted minutes, and material decisions should be documented as formal resolutions. This isn’t red tape - it’s how you prove authority and protect the company if a decision is later challenged.

Governance, Liability And Best Practice For SMEs

Choosing whether to appoint a company secretary is only one part of your governance setup. The following practices help small companies run smoothly and reduce personal risk for founders and directors.

Keep Your Constitution And Governance Tools Current

Your Articles of Association should match how you actually operate - quorum rules, written resolutions, electronic meetings, director appointment/removal processes and signing mechanics. If the articles are the default model but your company has grown, consider whether an update would streamline decisions.

At shareholder level, use a modern Shareholders Agreement to handle rights, restrictions on share transfers, leaver scenarios and reserved matters. It keeps governance issues out of day‑to‑day board discussions and prevents avoidable disputes.

Use The Right Contracts For Senior Roles

If a director is also working in an executive capacity, a tailored Directors Service Agreement gives you the right levers on confidentiality, IP, conflicts and exit. For secretaries and other staff, a robust Employment Contract sets expectations on duties, privacy, and data access - which is particularly important if they manage filings and corporate records.

Clarify Delegations And Approvals

Adopt simple but clear approval thresholds. Decide which contracts need board approval, who can sign below a certain value, and how exceptions are handled. Capture these in board minutes and communicate them internally. It saves time, reduces friction, and avoids authority disputes later.

Mind The Filings And Deadlines

Whether the secretary or another team member handles filings, build a calendar for confirmation statements, accounts deadlines, and changes to officers or PSCs. Keep your statutory books current, including director and member registers and any register of secretaries. Regular file reviews (quarterly works well) catch small errors before they cause bigger problems with investors or lenders.

Think About Protection For Decision-Makers

Directors and officers can face personal exposure. Many companies combine D&O insurance with an indemnity in the Articles and, for additional comfort, a standalone deed in favour of directors and officers. If you need bespoke protection, we can help with a targeted deed (often called a deed of indemnity) to sit alongside your governance documents and policies.

When To Appoint A Secretary (Even If Not Required)

For many early‑stage startups, a secretary isn’t essential at the beginning. Consider appointing one as you:

• Bring in external investors or launch an option scheme;
• Operate in more than one jurisdiction or face industry‑specific filings;
• Face increased board cadence (e.g., monthly meetings) and need consistent minute‑taking and record‑keeping; or
• Move towards a funding round or exit where diligence will scrutinise your governance and statutory registers.

If you’re on the fence, start by firming up your board processes and delegations. You can always appoint a secretary later via a board resolution and Companies House filing.

Key Takeaways

• A company secretary is not a director unless separately appointed to the board. The roles are different: directors manage and owe statutory duties; a secretary supports governance and compliance.
• Private companies don’t have to appoint a secretary. One person can be both director and secretary in a private company unless your Articles of Association say otherwise.
• Public companies must have a qualified company secretary and at least two directors. The secretary still isn’t automatically a director.
• Use the right contracts: a Directors Service Agreement for working directors and an Employment Contract for an employed secretary or staff handling filings.
• Set clear signing rules and board processes. Be consistent about executing contracts and documenting decisions in minutes and resolutions.
• Keep filings and statutory registers in good order. Accuracy here saves time in fundraising, banking and due diligence.
• Strong governance documents - modern Articles of Association and a well‑drafted Shareholders Agreement - make roles, authority and decision‑making crystal clear as you grow.

If you’d like tailored help clarifying director vs secretary roles, updating your constitution, or putting the right agreements in place, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no‑obligations chat.