What Is a Company Secretary? Roles, Duties and When You Need One

If you’re running (or setting up) a limited company, you’ve probably seen the term “company secretary” pop up in incorporation forms, company admin checklists, or conversations with accountants and advisers.

So, what is a company secretary UK businesses actually need - and is it a legal requirement for your business?

The good news is: for many small businesses, a company secretary isn’t mandatory anymore. But the work a company secretary typically does still needs to happen, and getting it wrong can cause real headaches (missed filings, messy share records, disputes between owners, and avoidable compliance issues).

Below, we’ll walk you through the role of a company secretary in the UK, company secretary responsibilities UK companies should understand, and when it makes commercial sense to appoint one.

What Is A Company Secretary In The UK?

A company secretary is a person (or sometimes a corporate service provider) appointed by a company’s directors to help manage the company’s administrative, governance, and compliance responsibilities.

In simple terms, the role exists to keep your company “tidy” and compliant - especially around:

• Companies House filings and statutory deadlines
• company records and registers (like your shareholders and people with significant control)
• board processes and written resolutions
• good governance (making sure decisions are documented properly)

The company secretary is often described as the “chief administrative officer” of a company. In larger organisations, the role can be quite senior and strategic. In many SMEs, it’s more practical: keeping records straight and making sure the company’s legal admin doesn’t slip.

Is “Company Secretary” A Legal Position?

Yes - it’s a recognised company role under the Companies Act 2006. But that doesn’t mean every company must have one.

What matters is the type of company you’re running (private vs public) and what governance support you actually need.

Company Secretary vs Director: What’s The Difference?

Directors run the company and make decisions. A company secretary supports the company’s governance and administration.

Even when you appoint a company secretary, directors remain legally responsible for making sure the company meets its obligations (for example, filing confirmation statements and accounts on time).

Think of the company secretary as helping the directors execute and document decisions correctly - not replacing the directors’ responsibility.

Do You Need A Company Secretary For A UK Limited Company?

For most small businesses, the key answer is:

• Private limited companies (Ltd): you don’t legally need to appoint a company secretary (unless your company’s own governing documents require one).
• Public limited companies (PLC): you generally need to have a company secretary, and they must have the knowledge and experience to carry out the role.

This change is why many business owners ask “what is a company secretary UK law requires?” - because the requirement depends on your company type.

Double-Check Your Company’s Internal Rules

Even though the law doesn’t require a company secretary for an Ltd, your company’s internal constitution might. For example, your Articles of Association can include rules about appointing officers and how decisions are made.

If you have investors or multiple owners, your Shareholders Agreement might also include governance processes that make a company secretary (or similar admin function) practically important.

When It’s Still A Good Idea (Even If Not Required)

Even if you’re not legally required to have one, appointing a company secretary can be sensible if:

• you have multiple directors and want decisions properly documented
• you have multiple shareholders (especially if shares change hands or you issue new shares)
• you’re raising investment and want governance to look “investor-ready”
• you operate in a regulated or higher-risk space and want stronger compliance processes
• you’re growing quickly and admin is falling behind

A common pattern we see is that founders start with “we’ll handle admin ourselves” - then, once the business gets busy, company filings and record-keeping slip. Bringing in someone to own that function can save time and reduce risk.

What Does A Company Secretary Do Day To Day?

The role of company secretary UK businesses use is often a mix of compliance, record-keeping, and governance support. The exact job description depends on your size and structure, but these are the core areas.

1) Maintaining Statutory Registers

UK companies must maintain certain registers and keep them accurate. A company secretary often manages these, including:

• register of members (shareholders)
• register of directors and directors’ service addresses
• register of people with significant control (PSC register)

These records matter more than many small businesses realise - especially if there’s ever a dispute between owners, a sale of the business, or due diligence for investment.

2) Companies House Filings And Deadlines

A big part of company secretary responsibilities UK companies rely on is making sure filings are done correctly and on time, such as:

• confirmation statements
• changes to directors, PSCs, addresses, share capital, or company details
• annual accounts (often prepared with your accountant, but still a company obligation)

Missed filings can lead to penalties, enforcement action, and in serious cases even strike-off action. Even where the accountant is handling accounts, someone in the business should be tracking deadlines and ensuring accuracy.

3) Supporting Board Meetings And Written Decisions

Good governance isn’t just “corporate formality” - it’s how you protect the business when memories fade or when people disagree about what was decided.

A company secretary will often:

• prepare agendas and circulate board papers
• ensure conflicts of interest are recorded and managed
• keep Meeting Minutes and maintain company minute books
• organise written resolutions and ensure they’re properly executed

If you’re documenting decisions outside meetings, a Directors Resolution Template can help keep things consistent - but it still needs to be tailored to your company and the specific decision.

4) Managing Share Issuances And Transfers (Where Relevant)

Once you have more than one shareholder - or you’re issuing shares to an investor, co-founder, or employee - the admin requirements increase quickly.

A company secretary may help coordinate:

• share allotments and share certificates
• share transfers
• updating the register of members
• Companies House notifications (where required)

This is also where governance documents like your Articles and Shareholders Agreement tend to “come to life” - they usually set out rules on transfers, pre-emption rights, and approvals.

5) Signing And Executing Documents Correctly

When your company signs contracts, deeds, property documents, or finance documents, execution formalities matter. A company secretary may help ensure the company signs in a compliant way, including understanding Legal Signature Requirements and whether you need a witness (and Who Can Witness a Signature).

This can be particularly important if you’re signing a deed, dealing with property, or entering into higher-value agreements where the other side may scrutinise signing formalities.

Company Secretary Responsibilities UK Businesses Should Know (And The Risks Of Getting It Wrong)

Even if you don’t appoint a company secretary, the company still has ongoing legal obligations. If no one “owns” these tasks internally, they can be missed - and the risk tends to show up at the worst time (fundraising, sale, shareholder dispute, or a compliance audit).

Common Risks For Small Businesses

Here are some practical examples of what can go wrong:

• Late filings and penalties: confirmation statements and accounts have deadlines, and late filing fees can add up.
• Inaccurate company records: if your PSC register or register of members is wrong, this can stall investment or a business sale.
• Unclear decisions: without minutes/resolutions, disputes can arise about whether the directors approved a contract, loan, or hire.
• Shareholder disputes: informal share promises or undocumented share issuances can create serious conflicts later.
• Bad optics with investors: investors commonly want clean cap tables and good governance hygiene.

Are Directors Still Responsible If You Have A Company Secretary?

In most cases, yes. Appointing a company secretary does not remove directors’ duties and responsibilities under the Companies Act 2006.

You can delegate tasks, but you generally can’t delegate away accountability. That’s why it’s important to make sure whoever performs the company secretary function (whether internal or outsourced) is competent, organised, and has clear scope.

Does A Company Secretary Owe Duties?

Depending on the arrangement, a company secretary may owe duties to the company (and sometimes contractual duties if they are an employee or service provider). But the legal framework is not identical to directors’ statutory duties.

If you’re appointing someone in a meaningful governance role, it’s worth documenting responsibilities clearly - and getting legal advice if the role is tied to sensitive access, authority to file changes, or handling share records.

How Do You Appoint A Company Secretary In The UK?

If you decide a company secretary makes sense for your business, the process is usually straightforward - but you should still do it carefully and keep records consistent.

Step 1: Check Your Company’s Governance Documents

Start with your Articles and any shareholders agreement to confirm:

• whether the role is allowed/required
• who has authority to appoint (directors vs shareholders)
• any voting thresholds or notice requirements

Step 2: Choose Who Will Act As Company Secretary

A company secretary can be:

• an individual (for example, a senior employee or trusted adviser); or
• a corporate entity that provides company secretarial services (often used when outsourcing).

For PLCs, there are additional expectations around experience and capability.

For many SMEs, the key is not “formal qualification”, but whether the person has:

• strong attention to detail and process discipline
• comfort with governance and confidential information
• capacity to manage deadlines and filing requirements

Step 3: Pass A Board Resolution And Record It

Typically, the directors will approve the appointment and record it in writing (either in a meeting or via written resolution).

It’s worth making sure you document:

• the appointment date
• the secretary’s details
• any limits on authority (if relevant)
• who will handle filings and record updates

Step 4: Update Companies House (If Required) And Internal Records

If your company appoints a company secretary, the appointment should be notified to Companies House and reflected in your statutory registers and company records.

If you’re still at the start of your journey and incorporating now, you can also set this up as part of the incorporation process when you Register a Company.

Step 5: Set Clear Internal Processes

The appointment itself is only part of the puzzle. The real value comes from having a system for:

• tracking filing deadlines
• storing signed documents and minutes
• keeping share and PSC records up to date
• ensuring decisions are properly authorised

This is where small businesses often win back time - because instead of “scrambling” each time a form is due, the admin becomes routine.

Key Takeaways

• A company secretary is a role focused on company governance, record-keeping, and compliance support - especially around Companies House filings and statutory registers.
• Most private limited companies in the UK don’t legally need a company secretary, but public limited companies generally do.
• Even if you don’t appoint a secretary, the underlying compliance work still needs to be done, and directors remain responsible for meeting legal obligations.
• The role of company secretary UK SMEs use often includes maintaining registers, managing filings, supporting board processes, and keeping proper meeting minutes and resolutions.
• Appointing a company secretary can be a smart move if you have multiple shareholders, are raising investment, are growing quickly, or want stronger governance from day one.
• If you do appoint one, make sure the appointment is properly documented and your internal processes are clear - clean records can save major time and cost later.

If you’d like help setting up your company governance properly (or working out whether you actually need a company secretary), you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.