The role of a company secretary

Published: 23rd February 2011
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Traditionally, all limited companies must choose and appoint a company secretary when the company formation process is occurring. For many years, this was the standard and anyone who planned on embarking on company formation understood that having a company secretary was an important step in the process. That all changed, however, in 2006.

In 2006, the Parliament of the United Kingdom of Great Britain and Northern Ireland enacted the Companies Act. This act produced many changes to rules regarding companies and company formation in the United Kingdom. One of these changes was that private companies did not need to appoint secretaries as a matter of form. Secretaries were no longer critical to the company formation process. If a company still wanted to appoint a secretary, however, they could.

All that is needed then, once company formation is complete, is a sole director. People who are not aware of this change in company law brought about by the Companies Act are routinely quite surprised. After all, having a secretary appointed to a company was one of the most obvious aspects to the entire process for so many years. However, the law is now clear: companies have no need of appointing a company secretary, should they not wish to.

The Role of a Company Secretary

The role of Company Secretary is typically an administrative one. Their responsibilities and job obligations are by no means set in stone or explicitly described by law; however, there are some general aspects to the role of Company Secretary that are usually present in all types of companies. The following is a general overview of the different areas in which Company Secretaries perform their duties:

•The Company Secretary is traditionally the person within a company who goes about setting up the registered office. This is a very important part of the company formation process, as the official registered business address must appear on all correspondence. The address must also appear on various documents and stationary.

•Once the company formation process is complete, the company has the need for regular meetings with its officers and other interested parties. The Company Secretary is the person in the company who sets up these meetings, making sure that everyone is aware of when and where they are going to take place. Making sure that everyone attends is important, since these meetings are usually called to discuss the general direction the company is going to take. The Company Secretary also keeps detailed records of the proceedings for future reference.

•The relationship between any company and Companies House is of critical importance. The Company Secretary usually acts as the official liaison between the company and the Companies House. He or she handles all of the important correspondence that occurs between the two entities. The Company Secretary is, for instance, responsible for the timely submission of annual returns and annual accounts. Additionally, the Company Secretary takes care of notifying Companies House in the event of changes to directorship or to the registered office or share structure.

A Company Secretary, then, performs many of the vital tasks that keep a company running smoothly. While they are no longer required by law, most companies will find that they need one. The choice, of course, is entirely up to the individual company.

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