Company secretaries are officers of a company, appointed to help the directors keep on top of administrative tasks such as filing returns to Companies House. Public limited companies must have a company secretary, but for private limited companies, this is usually optional.
How you appoint and remove a company secretary depends on the type of company. In this article, we explain how to go about it.
Jump to:
- What’s a company secretary?
- What’s the difference between a company secretary and a company director?
- Do I need a company secretary for my company?
- Who can be a company secretary?
- How do I appoint a company secretary in a private company?
- If I’m a sole director, can I also be company secretary?
- Why would I remove a company secretary?
- How do I remove a company secretary in a private company?
- How do I appoint and remove a company secretary in a public company?
- Can I remove myself as company secretary?
- What filings do I need to make at Companies house when adding and removing a company secretary?
What’s a company secretary?
A company secretary is someone appointed by the company to handle its administrative affairs, such as filing documents with Companies House and making returns. Company secretaries also provide advice to the directors on corporate governance and often act as a liaison between the board of directors and the shareholders. This is increasingly seen to be an important role, as companies and directors are under more scrutiny and pressure to put meaningful corporate governance models in place.
The specific role of a company secretary isn’t defined in law, so each company can decide what role its company secretary will play. The role of a company secretary will also vary depending on the size of the company and whether it’s a private or public limited company.
A company secretary has legal obligations and can be held responsible if it or the company fails to fulfil its duties, and in some circumstances, a company secretary may be fined.
Company secretaries can be individuals or companies, and some organisations provide company secretarial services. The company must keep a register of its secretaries, and make this publicly available for inspection.
Unless a company’s articles of association say otherwise, having a company secretary is optional for a private company, provided they were formed before 2008. Even if your articles say you must have one, your shareholders can always vote to remove this provision if you feel you no longer need one.
What’s the difference between a company secretary and a company director?
While both company secretaries and directors are responsible for making sure that the company is properly run, it’s usually only the directors that take an active part in the management of the company’s business as opposed to its administrative affairs. In larger companies that have an in-house legal team, the company secretary is often a member of that team.
Do I need a company secretary for my company?
This depends on the size and complexity of your business, and whether you are private or public.
Here’s what a company secretary is typically responsible for:
- Broadly, making sure the company is administered in accordance with its articles and the law (the Companies Act 2006)
- Keeping the company’s formal records up to date, including the PSC register
- Telling Companies House about any changes to the company structure, and filing annual confirmation statements
- Making the company’s records available for inspection by the public
- Keep up to date accounting records and monitoring the company’s financial position
- Preparing and filing the annual accounts
- Advising the directors and shareholders about any financial issues
- Preparing and filing tax returns, and paying taxes
- Arranging board and shareholder meetings and keeping minutes
- Signing documents on behalf of the company
- Filing resolutions at Companies House
- Appointing an auditor or accountant
- Issuing share certificates
If a company has a finance director, they may fulfil all or some of these duties, although the company secretary will ensure that this is done.
So, unless you or another director feel competent to handle these matters, it’s advisable to appoint a company secretary.
Public companies need to have a company secretary, and if they fail to appoint one, this is an offence.
Who can be a company secretary?
A company secretary needs to be someone with a good knowledge of companies and their legal obligations, as the directors can be held responsible if they fail to fulfil their duties. For a public company, this needs to be someone with appropriate qualifications such as a lawyer, a chartered company secretary, an accountant or someone with previous experience in the role. For a private company, there are no restrictions on who can be a company secretary, and they don’t need any formal qualifications.
The auditors can’t also be the company secretary, neither can any of the auditor’s employees. Also, a person who is bankrupt or disqualified from being a director can’t be a company secretary.
How do I appoint a company secretary in a private company?
Normally it’s the directors who decide who will be the company secretary, determine their role and make the appointment. This is usually decided at a board meeting.
You need to get the written consent from the individual to act as company secretary and let Companies House know using Form APO3. You need to give the date of the appointment, the full name and former names of the company secretary, and their address. You can do this online.
If I’m a sole director, can I also be company secretary?
In theory, yes you can, but since you normally appoint a company secretary to reduce your workload, there’s not much point. Also, if there’s a document that needs signing by both a director and the company secretary, you can’t sign both.
Why would I remove a company secretary?
You might want to remove a company secretary if they aren’t doing their job adequately, for example, if they’re not making the necessary filings at Companies House. This is because the company’s officers could be convicted of any offence and fined.
How do I remove a company secretary in a private company?
Just as the directors can appoint the company secretary, they can also remove them by way of a board resolution although this isn’t strictly necessary – you can just accept a letter of resignation and make the necessary filing. You don’t need the approval or consent of the shareholders (unless this is specified in the articles or in a shareholders’ agreement).
If the company is public or the articles of the company specify it needs a company secretary, the outgoing secretary will need to be replaced.
How do I appoint and remove a company secretary in a public company?
As with a private company, there’s no set process for adding or removing a company secretary. You need to look at the articles first, to see if they specify a process to follow. Some public companies may be subject to corporate governance codes that specify how a company secretary can be removed, for example, companies with a recent (after 2019) premium listing on the official list of companies permitted to trade on a UK regulated stock exchange may need to ask the full board to approve or remove the secretary.
In reality, in a public company and even in a larger private company, the directors of a company play a pivotal role in appointing and removing a company secretary. This is because they have the main responsibility for running the company properly. They will recruit the candidate, monitor their performance (often in accordance with corporate governance codes and industry body standards) and are accountable for ultimately deciding whether the secretary’s continued position in the company promotes the best interests of the company.
Thus, it will be the directors that make the decision to appoint or remove a company secretary, normally in a board meeting. Their decision will be documented in the company’s records and must be reasonable and justifiable to stakeholders, including the company’s shareholders.
Can I remove myself as company secretary?
Yes, you can. You simply send a letter of resignation to the company, unless the articles say otherwise.
What filings do I need to make at Companies house when adding and removing a company secretary?
If you add or remove a company secretary from your business, you need to tell Companies House within 14 days from the date of the appointment/removal. You also need to tell Companies House if any of your company secretary’s details have been changed. You make the filings using form CH03 (or CH04 if the secretary is itself a company) The company or its officers can be fined if you don’t make the necessary filings.
