Under the Companies Act 2006 (the Act) private companies are not required to appoint a company secretary. However, many still do appoint a company secretary – especially large private companies or those within groups. Without a company secretary, the functions typically carried out by that person would become the day-to-day responsibility of the directors.
The Act does not define the company secretary’s duties but a number of functions are considered to be their responsibility. As an officer of the company, the company secretary is potentially liable (along with the directors) for certain breaches of the Act (for example, failure to make certain Companies House filings).
What are the main functions and responsibilities?
Core responsibilities include, but are not limited to, the following:
1. Maintaining the statutory registers
Ensuring compliance with the legal requirement for a company to hold and maintain the following statutory registers:
- Register of directors
- Register of directors’ residential addresses
- Register of secretaries (where there is a secretary appointed)
- Register of members
- Register of people with significant control (PSC register)
- Register of debenture holders (if required)
- Register of charges (only required for companies with charges outstanding before 6 April 2013).
2. Companies House filings
Making the various filings which are required to be made at Companies House, which include:
- annual – confirmation statement (replacement to the annual return) and accounts
- event driven – examples include officer changes, address changes, share allotments, and special resolutions.
3. Registered office
Ensuring compliance with the various legal obligations linked to a company’s registered office, including:
- dealing with official correspondence
- holding various statutory records (for example, statutory registers, minutes of members’ meetings and contracts for purchase of own shares) and making them available for inspection where required.
Some of the statutory records can be held at the Single Alternative Inspection Location (SAIL) if the company has registered one with Companies House.
Organising and co-ordinating meetings of directors, members and committees, including:
- producing agendas
- producing and circulating board packs and members' resolutions paperwork
- minuting of meetings.
5. Corporate governance
Reviewing and advising on developments in good corporate governance and:
- assisting directors to comply with their duties under the Act
- ensuring compliance with the company’s Articles of Association (for example, meeting notice periods and procedures and directors’ authority to allot shares)
- ensuring compliance with requirements under the Act (for example, retention periods for original documents).
Being the first point of contact for:
- shareholders – dealing with queries, payments of dividends, and management and procedure for general meetings
- non-executive directors – providing induction, ongoing support and guidance.
Working with internal and external advisors (and the directors) on:
- the preparation, distribution and approval of the accounts
- filing the accounts at Companies House.