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Must all companies have a secretary?
Yes and No. From 6th April 2008 private companies will not need to have a company secretary but public limited companies still will. Furthermore companies registered before 6th April 2008 will have to change their Articles of Association at an Extraordinary General Meeting of the shareholders to remove the requirement to have a company secretary.

It should be noted that although a director of a company can also be the secretary that only applies if there are more than one director. A sole director cannot also be the secretary.

Does a company secretary need any qualifications?
For a private limited company, no qualifications are needed but for a public limited company the secretary needs to be qualified either by having a relevant professional qualification such as an accountant, solicitor or chartered secretary or by proving to the satisfaction of the directors that they have sufficient knowledge and experience. Public companies listed on a stock exchange must have a qualified secretary.

What are the duties of a company secretary?
These are not laid down by statute but would normally be in the employment contract of the secretary. In general however in a small company the post is one that is very part time and the job is not particularly onerous. However in a large company there could be more work than just one person can handle and it is often the case that the company accountant carries out the company secretarial duties in these instances.

The company secretary usually undertakes the following duties:

  1. Maintaining the statutory registers including the register of members, register of directors and secretaries, register of directors’ interests, register of charges and for public companies the register of interests in shares.
  2. Filing of statutory returns in the correct format and at the correct time.
  3. Providing members and auditors with notice of meetings. For most companies 21 days written notice of an annual general meeting is required and 14 days written notice of a meeting which is neither an annual general meeting nor a meeting to pass a special resolution. However these time limits are gradually reducing so do check at the appropriate time. However if you go by the above you won’t go wrong.
  4. Sending copies of special and extraordinary resolutions to Companies House within 15 days of them being passed.
  5. Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings. You must send accounts at least 21 days before a meeting at which they are to be laid. Note however that it may soon be possible to simply post the accounts on a website which members can access.
  6. Keeping, or arranging for the keeping, of minutes of directors’ meetings and general meetings. This means that it isn’t necessary for the secretary to attend board or general meetings though they usually do.
  7. Ensuring that people entitled to do so can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company’s register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.
  8. Custody and use of the company seal if there is one. Companies no longer need to have a company seal but if they do, the secretary is usually responsible for its custody and use including keeping a register of every time it is used to stamp or seal documents.

Note that where there is no company secretary a director or some other person has to carry out these duties.

Does the company secretary have any liability or special duties?
The legal responsibility that falls on a company secretary is far less than that of a director. However, they can be criminally liable for defaults committed by the company such as a failure to file certain documents in the time allowed.

The company secretary is also personally liable for breaches of Health & Safety laws but in practice this is usually delegated to a qualified person who carries out the actual work involved and so long as there is a documented Health & Safety Policy in place which is monitored by the delegated person then the secretary will be in the clear.

Does a company secretary have any powers?
Not by means of their position but they may have some powers delegated to them by the directors. They are also allowed to sign most legal documents on behalf of the company including most of the forms prescribed under the Companies Act.
What rights does a company secretary have?
They depend on the terms of his or her contract with the company. The secretary has no special rights under the Act. 

Please get in touch if you need any further help or advice on the duties and responsibilities of a Company Secretary.

2 Responses to “Role and Duties of a Company Secretary”

  1. NickG says:

    Very interesting information but I thought that you didn’t have to have a company secretary any more.

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