Company Secretary

Does the company secretary need any qualifications?

In a private company, the company secretary is not legally required to have any formal qualifications. Nevertheless, it is a good idea for the company secretary to have some experience or training.

In a public company, the directors have a responsibility to ensure that the company secretary is someone with the right knowledge and experience. The company secretary must also meet one of the following requirements:

•Be a member of certain specified organisations such as the Institute of Chartered Accountants or the Institute of Chartered Secretaries and Administrators.
• Be a barrister or solicitor.
• Have been the secretary (or assistant secretary) of the company on 22 December 1980.
• Have a similar position or professional membership that the directors feel makes him able to act as company secretary.
• Have been secretary of a public company for at least three out of the last five years.

Can anyone be the company secretary?

In a private company with only one director, that director cannot also be the company secretary.

In addition:
• The company’s auditor cannot be the company secretary.
• An undischarged bankrupt cannot be the company secretary (unless given permission by the court).

Is the company secretary a director?

The company secretary is not necessarily a director, though he can be.

Unless the company secretary is a director, he does not have the powers of a director. He is, however, an ´officer´ of the company. This means that he has many of the legal responsibilities which the directors have.

What does the company secretary have to do?

The law requires every company to have a company secretary. It also requires the company to complete various administrative tasks such as filing returns with Companies House. While the law doesn’t specifically require that the company secretary is the individual who carries out these administrative tasks, the directors will normally delegate responsibility to the company secretary. Usually, both the company secretary and the directors are liable if these tasks are not carried out.

In addition, the company secretary often carries out other related administrative tasks. The secretary’s precise tasks and responsibilities depend on his contract of employment.

Does the company secretary look after legal issues generally?

It depends on the company secretary’s contract of employment. There is no general requirement for the company secretary to look after legal issues generally. However, the company secretary is often the individual best qualified to do so.

What administrative tasks does the company secretary handle?

Normally, the company secretary is given responsibility for:
• Ensuring that all the legally required information is filed with Companies House.
• Maintaining the company’s registered office.
• Keeping the company’s statutory books and records.
• Looking after the security of key legal documents.
• Organising and recording general meetings of the shareholders.
• Organising and recording board meetings.

In some companies, the company secretary is also given responsibility for other administrative tasks such as managing premises and arranging insurances.

Can we use a company secretarial service to handle the role?

You are required to appoint a company secretary, even if you will be using a secretarial service to handle the role. The directors, and the company secretary, will also continue to be responsible for the proper administration of the company.

Nevertheless, it can be useful to delegate routine administration to a company secretarial service, freeing the directors and company secretary for other tasks. An inexperienced or unqualified company secretary may find that he needs support in carrying out the role.