Who Can Be a Company Secretary in the UK?

If you’re running a small company, you’ve probably heard mixed messages about whether you need a company secretary and who can hold the role. Don’t stress - UK law keeps things flexible for private companies, and with the right setup you can stay compliant without adding unnecessary complexity.

In this guide, we’ll explain who can be a company secretary under UK law, when it’s optional vs mandatory, what the role actually does in practice, and how to appoint (or remove) a secretary the right way. We’ll also cover common pitfalls and practical tips for growing SMEs.

Do UK Companies Need A Company Secretary?

Under the Companies Act 2006, private limited companies (Ltd) do not have to appoint a company secretary. You can operate perfectly legally without one, and most small companies choose not to appoint a secretary, especially in the early stages.

Public limited companies (PLCs), however, must appoint a company secretary and there are stricter qualification requirements for that role (we cover those below).

Even though it’s optional for private companies, many SMEs still appoint a secretary as they grow. A good company secretary streamlines your filings, keeps statutory registers in order, manages board administration, and helps you execute documents efficiently. If your Articles of Association require a secretary, or you’ve already appointed one, you need to comply with those rules.

Who Can Be A Company Secretary For A Private Company?

For private companies, the law is deliberately flexible. In broad terms, “any person” can be a company secretary unless disqualified or restricted by the company’s Articles.

Individuals

You can appoint an individual who has the skills to manage filings and company records. There’s no statutory qualification requirement for private companies. In practice, small companies often appoint:

• A director (it’s permitted for private companies for someone to be both a director and the company secretary)
• A senior employee with strong admin and compliance skills
• An external professional (for example, a consultant who specialises in company secretarial work)

Restrictions to be aware of:

• Someone under a Company Directors Disqualification Act order can’t take part in the management of a company, which typically includes acting as company secretary.
• An undischarged bankrupt needs court permission to act.
• Your company’s auditor cannot be appointed as the company secretary.
• Check your Articles - they may set additional eligibility criteria or processes for appointment and removal. If you’re unsure, consider having your Articles of Association reviewed.

Corporate Bodies

You can also appoint a corporate body (for example, an accounting firm or company secretarial provider) as your company secretary. This is common where SMEs outsource company secretarial tasks. If you appoint a corporate body, you’ll file its details with Companies House.

Age And Residency

There’s no minimum age or UK residency requirement in the Companies Act 2006 for a private company secretary, but it’s sensible to appoint an adult with the experience to manage statutory duties. You’ll need a service address for filings.

Who Can Be A Company Secretary For A PLC?

For public companies, the appointment is mandatory and the company secretary must have “the requisite knowledge and experience” and meet specific qualification criteria. Generally, this includes one of the following:

• Has been the company secretary of a PLC for at least 3 of the last 5 years; or
• Is a barrister, advocate or solicitor; or
• Is a member of certain professional bodies (for example, The Chartered Governance Institute UK & Ireland); or
• Otherwise appears to the directors to have the necessary knowledge and experience to carry out the functions.

Note: For PLCs, the sole director cannot also be the company secretary. In practice, PLCs appoint seasoned governance professionals due to the higher compliance burden and stakeholder expectations.

What Does A Company Secretary Actually Do?

The role mixes legal compliance, record-keeping and board support. In a small company, the day-to-day will vary based on how much you delegate to advisers or technology, but common responsibilities include:

• Maintaining statutory registers (members, directors, secretaries, People with Significant Control) and ensuring they are up to date
• Preparing and filing your confirmation statement and other Companies House filings
• Coordinating board and shareholder meetings, agendas and minutes, and supporting compliant directors’ meetings
• Issuing and recording share certificates and member registers
• Managing changes to share capital, officers and articles, and keeping your company registration details consistent across filings
• Helping execute documents - for example, a company with a secretary can execute contracts under Companies Act section 44 with two authorised signatories (a director and the secretary) without a witness, which can streamline executing contracts

The secretary is not the same as a personal assistant. It’s an officer role with legal responsibilities tied to the company’s compliance. In some cases, the secretary can also help clarify who has signing authority to bind the company.

When Is It Sensible For A Private Company To Appoint A Secretary?

You don’t need to appoint a secretary just because the law allows it. Many early-stage companies keep things simple. Still, there are times when appointing one is a smart move:

• You’re preparing for investment or due diligence, and want stronger governance
• You’re issuing or transferring shares regularly and need better register control
• Your board meets frequently and you want formal agendas and minutes
• You execute lots of documents and prefer the “two authorised signatories” route
• You’re scaling headcount and need help coordinating corporate approvals for employee share option plans, banking mandates and policy sign-offs

If your Articles or shareholder expectations are moving toward more formal governance, a secretary helps you stay organised and avoids compliance gaps as you grow.

How Do You Appoint (Or Remove) A Company Secretary?

Process matters. To keep your records clean and avoid future issues, follow a few simple steps.

1) Check Your Articles

Confirm whether your Articles require or restrict the appointment. If you need to amend your Articles, handle that via the correct shareholder resolution and filing. A quick Articles of Association review can save headaches later.

2) Board Resolution

Record the appointment with a board resolution and ensure the proposed secretary has consented to act. The resolution should authorise the filings and confirm the service address, date of appointment and terms (employment or engagement).

3) Terms Of Engagement

If you’re appointing an employee, the secretary role can be covered in their Employment Contract and job description. If you’re using an external provider, get a proper Service Agreement in place with clear scope, confidentiality and responsibility clauses. Remember, once appointed at Companies House, the secretary is an officer of the company even if they’re an external firm.

4) Companies House Filings

File the appointment promptly using Companies House online services (form AP03 for an individual, AP04 for a corporate secretary). Record the secretary’s details in your internal registers and company records.

5) Removal Or Resignation

To remove a secretary, pass a board resolution (and shareholder resolution if your Articles require it), update internal registers and file CH03 with Companies House. If the secretary resigns, you’ll typically receive a letter of resignation; keep it with your company records.

Company Secretary vs Administrator: Do You Have To Appoint Formally?

Many small companies ask someone internally (for example, a finance manager) to handle filings and board admin without formally appointing them as “company secretary” at Companies House. That’s perfectly acceptable if you’re a private company and your Articles don’t require a secretary.

Formal appointment turns the person (or corporate body) into an officer with visibility on the public register. This can be helpful for governance credibility and execution of documents, but it also brings officer-level accountability. If you prefer to keep things informal, ensure whoever coordinates filings understands their limits - especially when it comes to authority to bind a company by contract.

What Are The Risks And Liabilities For A Company Secretary?

Officers of the company (which includes the company secretary, if appointed) can be held responsible for certain Companies Act breaches, especially persistent filing delays or inaccurate registers. For PLCs, the risks are higher and enforcement is stricter.

Practical risk management for SMEs includes:

• Using checklists and calendar reminders for confirmations, accounts and key registers
• Keeping signed minutes and resolutions, with consistent document numbering
• Ensuring PSC records are accurate and aligned with the People with Significant Control regime
• Storing signed versions of share allotments, transfers and updated share certificates and member registers
• Clarifying document signing routes (two authorised signatories vs a director with a witness) and keeping a simple “how we sign” note linked to your executing contracts process

It can feel like a lot - but once your processes are in place, keeping compliant becomes routine.

Common FAQs About Company Secretaries

Can The Sole Director Also Be Company Secretary?

For private companies, yes - a director can also be the secretary. For PLCs, a sole director cannot also act as the secretary.

Can We Appoint A Non-UK Resident?

Yes. There’s no UK residency requirement in the Companies Act for private company secretaries. You’ll need a service address for filings and to ensure they can discharge the role effectively.

Can We Outsource To A Corporate Provider?

Yes. You can appoint a corporate secretary (e.g., a governance services firm) or keep an external provider off-register and simply engage them to support filings. If you appoint them formally at Companies House, they become an officer of the company.

Does A Company Secretary Have Authority To Sign Contracts?

They can be an authorised signatory. Under section 44 Companies Act 2006, a company may execute a document with two authorised signatories (a director and the company secretary). Separately, practical authority to sign day-to-day contracts depends on your internal delegations and who has signing authority for the business.

What If Our Articles Require A Secretary?

Then you must appoint one and maintain the role unless you amend your Articles using the correct shareholder resolution and filings. It’s worth checking your current Articles and, if needed, planning updates alongside broader governance changes.

Key Takeaways

• Private companies don’t have to appoint a company secretary under the Companies Act 2006 - it’s optional unless your Articles require one. PLCs must appoint a suitably qualified secretary.
• For private companies, an individual or a corporate body can act as company secretary. Avoid appointing disqualified persons, your auditor, or anyone your Articles prohibit.
• A company secretary helps maintain statutory records, filings, meetings and document execution - especially valuable as you scale or prepare for investment.
• If you appoint a secretary, document it properly: board resolution, clear terms (employment or service agreement), Companies House filings, and updated registers.
• Clarify authority and signing routes. A secretary can serve as an authorised signatory, which can streamline executing contracts under section 44.
• Good governance hygiene reduces risk: accurate PSC records, up-to-date member registers, timely filings, consistent minutes and resolutions.

If you’d like tailored help appointing a company secretary, updating your Articles, or setting up simple board and register processes, you can reach us on 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.