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
- What Is a Company Secretary?
- What Does a Company Secretary Do Day-to-Day?
- Company Secretary Role in Private vs Public Companies
- Who Can Be a Company Secretary?
- Best Practice Tips for Company Secretarial Compliance
- What Happens If a Company Secretary Fails in Their Duties?
- Company Secretary FAQs
- Key Takeaways: Why Every UK Company Needs an Effective Company Secretary
Running a successful company isn’t just about big ideas, impressing investors, or growing your customer base. There’s also a quieter (but crucial) figure making sure the administrative wheels stay well-oiled and you stay on the right side of the law-the company secretary.
If you’re a business owner, board member, or thinking about starting a company in the UK, you might be wondering: What does a company secretary actually do? Or perhaps you’re weighing up whether your business needs one at all. Either way, building a solid understanding of this role can make all the difference as your business scales and faces new legal and compliance demands.
In this guide, we’ll break down the key duties of a company secretary, demystify their responsibilities, and explain why getting this role right is so important for your company’s health and reputation. We’ll also touch on best practices, legal requirements, and what to look for-so you’ll be well-prepared, whether you’re appointing your first company secretary or just want to know what to expect. Let’s dive in.
What Is a Company Secretary?
The company secretary (often referred to as the “co-sec” or “CS” in the business world) is a senior position with core legal and administrative responsibilities. In basic terms, the company secretary is the linchpin for ensuring your company meets its statutory obligations and fosters effective decision-making at board level. While the word “secretary” may bring to mind images of diary management and phone calls, the company secretary role is altogether more specialised and strategic. The “company secretariat” is all about compliance, corporate governance, and supporting the board-think of them as a corporate compass, keeping your business pointed in the right direction. On a legal level, the company secretary’s job description is defined primarily by the Companies Act 2006. The Act sets out their statutory duties and, for public companies, makes it mandatory to appoint a company secretary. Private limited companies in the UK aren’t legally required to have one, but many choose to appoint a co-sec to bring structure and expertise to their operations as they grow.Core Statutory Duties of a Company Secretary
Let’s take a closer look at the key duties and legal responsibilities expected of a company secretary in the UK:1. Ensuring Compliance With Companies House and Legal Paperwork
- Statutory Filings: One of the primary duties is ensuring the company files key documents with Companies House on time. This includes annual confirmation statements, annual accounts, and notices of any significant changes (such as director appointments or changes to the registered office).
- Maintaining Statutory Registers: The secretary must keep essential company registers accurate and up to date. These include the register of members (shareholders), directors, people with significant control (PSCs), and charges on company assets.
- Record Keeping: Keeping minutes of general meetings and board meetings is a crucial part of the role. These records aren’t just “nice to have”-they’re a legal requirement and can be critical if your company faces an investigation or dispute later down the track.
- Certifying Documents: As the official custodian of company records, the secretary may be asked to certify copies of resolutions or file amendments with Companies House to keep everything current and compliant.
2. Overseeing Corporate Governance
- Advising the Board: The company secretary acts as an essential adviser on matters of corporate governance and compliance. This includes advising on director duties, disclosure obligations, and best-practice policy implementation.
- Monitoring Board Procedures: The role involves keeping board proceedings clear, transparent, and in line with legal requirements-and updating policies where laws or codes of conduct evolve.
- Supporting Director Induction and Ongoing Development: New board members need to be brought up to speed on their duties and company policies. The secretary often handles induction materials and ensures directors receive ongoing training where needed.
- Managing Conflicts of Interest: The secretary helps the board identify and record conflicts, and ensures any related-party transactions are properly disclosed and managed.
3. Organising and Facilitating Board Meetings
- Planning Meetings and Circulating Agendas: The company secretary sets dates, books venues (for in-person meetings), and prepares a clear agenda in advance, working closely with the chairperson and other senior leaders.
- Distributing Board Packs: All relevant documents, reports, and papers should be circulated to directors and attendees before meetings to ensure productive, informed discussions.
- Minute-Taking: The secretary is responsible for taking accurate minutes during meetings, recording key decisions, actions, and voting outcomes. These minutes are then formally approved and retained as part of the company’s statutory records.
- Action Tracking: After the meeting, the secretary follows up on action points, deadlines, or documents to be submitted, keeping everyone accountable and on track.
What Does a Company Secretary Do Day-to-Day?
While the statutory responsibilities are the foundation, the “job of company secretary” (or the company secretariat function) is broader and often extends into day-to-day tasks, such as:- Handling Companies House communications and reminders
- Liaising with legal and tax advisers, auditors, and external stakeholders
- Filing documents, processing share transfers, and updating shareholders
- Advising on changes to the company’s articles of association (read more here) or reviewing new policies
- Assisting with company formations, dissolutions, and restructuring
- Guiding the board on compliance with other relevant laws, such as GDPR and data privacy (learn more about GDPR here)
- Supporting filings related to share capital, such as new share issues, buybacks, or splits (see our guide)
Company Secretary Role in Private vs Public Companies
It’s important to distinguish between company secretary responsibilities in a private limited company (Ltd) and a public limited company (PLC):- Private Companies: UK law does not require private companies to appoint a company secretary, but many do so voluntarily. For owner-managed or smaller startups, a director might act as the co-sec (as long as they’re not also the company’s sole director).
- Public Companies: Every PLC must appoint a qualified company secretary by law (Companies Act 2006, s.271). The secretary must have appropriate formal qualifications or experience-this is a senior, professional role, reflecting the higher compliance and governance demands of PLCs.
Who Can Be a Company Secretary?
Anyone over the age of 16 can become a company secretary for a private company, except for the company’s sole director. For public companies, the requirements are stricter, and the secretary must have:- Professional qualifications (such as being a chartered secretary, lawyer, or accountant), or
- Three out of the last five years’ experience as a secretary or assistant secretary in a PLC, or
- Other appropriate qualifications, as determined by the company’s board
Best Practice Tips for Company Secretarial Compliance
Whether your company is appointing its first company secretary or looking to improve existing processes, here are some best practice steps to follow:- Have a clear company secretary job description: Define the specific responsibilities and reporting lines for your company secretariat, covering both legal duties and additional support (such as advising on board governance or implementing new compliance systems).
- Stay informed about legal changes: The company secretary should stay up to date with major legal developments (such as updates to the Companies Act or new reporting requirements).
- Keep digital and paper records organised: Use digital solutions where possible to automate reminders for statutory filings, securely store documents, and manage registers-this reduces the risk of missing deadlines.
- Support good board governance: Ensure board members receive timely packs, clear agendas, and well-organised information, making board meetings as efficient as possible.
- Document processes: Create policies for everything from conflicts of interest to whistleblowing and data protection, so your company can respond quickly to regulatory or internal challenges (see example policy here).
- Invest in training: Company secretaries should undergo regular professional development, especially as your business grows and encounters more complicated legal or shareholder issues.
What Happens If a Company Secretary Fails in Their Duties?
The consequences of failing to meet statutory company secretarial duties can be serious, ranging from fines and penalties to reputational damage or even personal liability for directors and the company secretary themselves. For example:- Missed filings with Companies House can result in automatic late filing penalties.
- Inaccurate records can invalidate important company decisions or create problems during due diligence (such as when selling your business-see our checklist).
- Poor governance might invite regulatory investigations or even criminal consequences in cases of serious breaches.
Company Secretary FAQs
Do all companies need a company secretary? No, only public limited companies are legally required to appoint a company secretary in the UK. Private limited companies can appoint one if they wish, and it’s often a very wise move as your business grows. Can a director also be a company secretary? Yes, for private companies, a director may also be appointed as company secretary, but not if they're the only director in the company. For PLCs, it’s possible, but make sure the individual has the appropriate qualifications and can manage both sets of duties without a conflict of interest. What is the difference between company secretarial services and a company secretary? “Company secretarial” or “corporate secretariat” refers to the broader function, which could be carried out by an individual or a professional services firm (offering outsourced company secretary services, compliance, and governance support).Key Takeaways: Why Every UK Company Needs an Effective Company Secretary
- The company secretary is vital for company compliance, acting as the guardian of statutory filings, registers, and official communications with Companies House.
- They advise the board on governance, help implement best practices, and support good decision-making through organised meetings and accurate minutes.
- Appointing a qualified company secretary improves risk management, boosts investor confidence, and promotes growth-especially as your business becomes more complex.
- Failing to fulfil company secretarial duties can expose your business to fines, reputational damage, and legal trouble.
- For public companies, a company secretary is mandatory under the Companies Act 2006; for private companies, it’s optional but highly recommended for strong governance and compliance.
- Professional advice is invaluable-don’t hesitate to ask for help as your company’s needs evolve.
