What Does a Company Secretary Do in the UK?

If you’re running a UK company, you’ve probably heard the term “company secretary” – but what do they actually do, and do you need one?

Good governance isn’t just for listed companies. Even small private companies benefit from someone who keeps filings on track, records decisions properly, looks after the statutory registers and ensures your board follows the rules. That’s the company secretary’s wheelhouse.

In this guide, we break down what a UK company secretary does, when small companies choose to appoint one (even if it’s not legally required), and how the role supports smooth, compliant growth.

What Is A Company Secretary In The UK?

In UK company law, a company secretary is an officer who supports the board with governance and compliance. Their core purpose is to help the company meet its legal obligations under the Companies Act 2006 and related regulations, and to make sure directors’ decisions are recorded and implementable.

For private companies, appointing a company secretary is optional unless your articles of association say otherwise. Many small companies don’t have one at incorporation and later appoint a secretary (or outsource the function) as admin and compliance tasks grow.

For public companies (PLCs), the role is mandatory and must be held by someone with appropriate qualifications or experience. While most small businesses aren’t PLCs, it’s useful context: the law recognises the role as a key governance position.

Either way, the role is not about “secretarial” typing or diary management. It’s about legal compliance, record-keeping and supporting effective decision-making. In a small company, the role might be part-time, combined with finance or operations, or outsourced to a professional provider.

Before you decide whether to appoint, it’s also worth checking your governing rules. Your articles set the ground rules for how your company operates – including whether a secretary is required and what they can do. Many companies review or update their articles as they grow, often with an Articles of Association Review to ensure the governance framework matches the business you’re building today.

What Does A Company Secretary Do Day-To-Day?

Think of the company secretary as your governance engine room. They keep the company’s legal “heartbeat” steady so directors can focus on strategy and growth. Day-to-day tasks typically include:

• Companies House filings: Coordinating on-time filing of the confirmation statement, annual accounts (with your accountant), and notifying changes to directors, registered office, share capital and other statutory details.
• Maintaining statutory registers: Keeping up-to-date registers of members (shareholders), directors, charges and People with Significant Control (PSC), and issuing share certificates after allotments or transfers.
• Board and shareholder meetings: Planning agendas with the chair, circulating papers, ensuring proper notice, taking minutes, documenting decisions and making sure actions are followed through.
• Resolutions and corporate actions: Advising whether a decision needs a board resolution, an ordinary resolution or a special resolution, and preparing the paperwork.
• Share capital management: Coordinating share issues, transfers and buy-backs, liaising with investors, and ensuring pre-emption and procedural requirements are met.
• Articles and governance advice: Helping the board apply the articles of association, directors’ duties and other governance rules in practical scenarios.
• Signings and execution: Ensuring contracts and deeds are executed correctly and that authority to sign is clear and documented.
• Company records and registers: Organising a clean, compliant corporate records system (physical or digital) so documents are accurate, accessible and audit-ready.
• Director onboarding and changes: Managing appointments and resignations, updating Companies House, and maintaining director service contracts and related records.
• Compliance calendar: Running a simple annual calendar of legal and governance deadlines (filings, meetings, policy reviews) so nothing is missed.

In small teams, the secretary also becomes the “process person” – the one who knows how to get things done right and documented properly.

Do Small Private Companies Need A Company Secretary?

Legally, most private companies don’t need one. Practically, many appoint a secretary (or outsource the role) once they hit certain milestones or pain points.

Common Triggers For Appointing A Secretary

• Growing headcount and revenue: More decisions, more filings and more risk if something is missed.
• External investment: Investors expect clean registers, accurate minutes and proper approvals. A secretary helps deliver this.
• Share options or reorganisations: Managing share capital and compliance becomes more complex.
• Multiple directors or locations: Coordinating governance needs a steady hand to keep everyone aligned.
• Upcoming transactions: Acquisitions, share sales or commercial deals often require watertight records and timely filings.

Benefits For Small Companies

• Fewer missed deadlines: Late filings can lead to penalties and credibility issues – a secretary keeps you on time.
• Better decision-making: Well-prepared papers and clear minutes mean clearer actions and less confusion later.
• Cleaner cap table: Accurate registers and share certificates build investor confidence and speed up due diligence.
• Reduced director risk: Directors remain responsible for compliance; a good secretary helps them meet those duties.

You can keep the role lean. For many small companies, a part-time or outsourced secretary is enough to cover the essentials at a sensible cost.

Key Compliance Areas A Company Secretary Oversees

Here are the core areas where a company secretary adds value for a UK small company. Use this as a checklist of what should be happening in your business throughout the year.

1) Companies House Filings And Public Record

Your public record should match reality. The secretary typically coordinates:

• Confirmation statement: Confirming shareholder and PSC details annually.
• Annual accounts: Working with your accountant to file the correct accounts on time (micro, small or full), and noting exemptions if applicable.
• Event-driven filings: Notifying Companies House when directors change, the registered office moves, shares are issued or transferred, or the company makes certain structural changes.

Missing deadlines can trigger fines and even strike-off action. A simple compliance calendar and reminders go a long way.

2) Registers, Shares And PSC Accuracy

Even the smallest companies must maintain accurate statutory registers. A secretary ensures the:

• Register of members (shareholders) is up to date after allotments and transfers, with timely share certificates. For practical guidance, see Share Certificates & Member Registers.
• PSC information is identified, recorded and kept current. Understanding who counts as a PSC is key – start with People with Significant Control.
• Share capital changes are documented correctly, including director and shareholder approvals, forms and any pre-emption procedures.

If you plan to bring on co-founders or investors, a well-drafted Shareholders Agreement helps keep decision-making clear and avoids disputes about rights, exits and dividends.

3) Meetings, Minutes And Resolutions

Good governance is less about formality and more about clarity. The secretary helps the board and shareholders make and record decisions properly by:

• Advising whether a decision can be made by the board or needs shareholder approval.
• Drafting board resolutions and meeting minutes that stand up to scrutiny.
• Flagging when an ordinary vs special resolution is required for shareholder approval.
• Coordinating written resolutions when appropriate to keep things moving without a formal meeting.

Some decisions (like changing the company name or altering the articles) require a special resolution with a 75% majority. Getting the right approval first avoids invalid decisions and rework later.

4) Contracts, Deeds And Signing Authority

When your company signs important contracts, the execution needs to be correct for the document to be enforceable. The secretary usually:

• Maintains a signing authority policy or matrix so it’s clear who can sign what.
• Checks whether a document is a deed and, if so, ensures it’s executed in line with company law and the articles.
• Organises countersigning and record-keeping so final documents are easy to find.

If you’re unsure how to sign, bookmark this practical guide to executing contracts and deeds in England and align your internal process accordingly.

5) Articles, Policies And Practical Governance

The secretary is the board’s point person for applying the articles of association and other governance rules in real-world situations (director conflicts, notice requirements, voting thresholds, and so on). As your business evolves, it’s common to tune up your articles so they support growth – that’s where an Articles of Association Review can be helpful.

They’ll also keep an eye on simple internal policies that reduce risk (for example, approvals for expenses or contracts above a threshold; stock transfer procedures; and how minutes and registers are stored).

Appointing, Removing Or Outsourcing A Company Secretary

Ready to appoint a secretary? Here’s how to do it cleanly.

Appointment Basics

• Check your articles: Confirm whether a secretary is required and any appointment process set out there.
• Board approval: Approve the appointment by board resolution and note it in the minutes. A simple Directors’ Resolution Template can help you document decisions consistently.
• Written terms: Agree scope, responsibilities and any remuneration (even for a director taking on the role), and keep a copy with your company records.
• Companies House update: Notify the appointment so the public record is accurate.

Resignation Or Removal

If a secretary leaves, you’ll want a tidy handover:

• Accept the resignation or approve removal by board resolution and minute it.
• Collect company records, registers and logins; update your compliance calendar owner.
• Notify Companies House to remove the secretary from the public record.

In-House Vs Outsourced: What’s Right For A Small Company?

For many small businesses, outsourcing makes sense. You get experienced help for a fixed fee, without hiring headcount. Outsourced providers can act as your company secretary of record, manage your registers and filings, prepare minutes and resolutions, and keep your compliance calendar on track.

An in-house secretary (even part-time) can be a good fit if you have frequent corporate actions (like multiple share issues), complex group structures or you prefer close day-to-day collaboration with the board and finance team.

Whichever route you choose, confirm who’s responsible for what. Directors remain ultimately responsible for compliance, so clarity on tasks and timelines is essential.

A Note On Governance Documents

If you’re gearing up for growth or bringing in co-founders or investors, it’s worth getting your core governance documents in place. Your articles do heavy lifting, and a clear Shareholders Agreement sets expectations around decision-making, share transfers, exits and dispute processes. A secretary will usually help maintain these frameworks and ensure your approvals and filings line up with what the documents require.

Key Takeaways

• A company secretary supports your board with governance and compliance – filings, registers, meetings, resolutions and execution of documents – so the company runs smoothly and stays on the right side of the law.
• Private companies don’t usually have to appoint a secretary, but many small companies choose to as they grow, attract investors or face more complex corporate actions.
• Core tasks include keeping Companies House filings on time, maintaining statutory registers (including PSC), issuing share certificates, preparing minutes and resolutions, and coordinating board and shareholder decisions.
• Getting approvals right matters. Use proper board resolutions, and know when an ordinary or special shareholder resolution is required for major decisions.
• Make sure contracts and deeds are executed correctly and that your articles support how you actually operate; periodic reviews help keep your governance fit for purpose.
• Whether you appoint in-house or outsource, define responsibilities clearly. Directors remain responsible for compliance, so a simple compliance calendar and clean records are essential.

If you’d like help setting up your governance foundations, reviewing your articles or putting consistent resolution and minute templates in place, our team can assist. You can reach us on 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.