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Do i need a company secretary?

Do I need a company secretary?

Well the quick answer to this question is no, you do not have to have a company secretary appointed to you company – unless it is a requirement of the articles of association – or you choose to set yourself up as a PLC (public limited company).

Since 2008, it is not legally required for limited companies to have a company secretary, so unless your articles of association say otherwise, you can do without one.

Depending on the age of your registered company, those who formed their company before 6th April 2008 for example will have this provision written into your articles, so will still have to continue with a company secretary. However, the company members or shareholders can vote to remove the role through passing a special resolution. Without passing this resolution, your company will still legally be required to have a company secretary role.

Newer companies that formed after 6th April 2008, with no such provision in their articles, have the choice to appoint or remove a company secretary at their discretion.

What does a company secretary do?

The main reason for a company to appoint a company secretary is to ease the workload of the company director(s). Their role is mainly to help the company comply with their statutory duties and other legal responsibilities that need to be maintained and kept up to date.

Each company will draw up their own duties for a company secretary, so the role itself can vary greatly from company to company. But for the most part the secretary will be required to perform such duties as:

Maintaining company addresses.
Reporting changes to Companies House and HMRC.
Monitoring finances and maintaining accounting records.
Preparing annual accounts and tax returns.
Preparing and filing annual returns.
Registering the Corporation Tax, VAT and PAYE.

There are lots of other tasks that are usually assigned to a company secretary that may include maintaining business stationery, preparing reports, arranging meetings and circulating agendas and minutes, and maintaining public records and ensuring they are accessible for inspection.

Can I appoint anyone as a company secretary?

There are certain rules to follow about appointing a company secretary, but you have to remember that no matter whoever you appoint, the ultimate responsibility for ensuring the company meets all it’s statutory requirements sits with the company directors. A company secretary will be tasked with certain duties to complete on behalf of the directors, but not instead of them.

You are not allowed to appoint anyone under the age of 16, or someone who is an undischarged bankrupt, a disqualified director, or someone who holds the role of an auditor of the company.

Obviously, you will want to appoint someone trustworthy, and if they come with professional skills that benefit your company – then that is an extra bonus! You don’t have to appoint a person if you don’t want to – instead you can appoint another limited company to act as your company secretary. Here are some other suggestions for a suitable company secretary:

A professional chartered secretary.
Your own accountant or solicitor.
An administrative services company.
A director, shareholder or guarantor of your company.

How do I appoint a company secretary?

When you first go through your company formation you can appoint your company secretary during or after your incorporation. The role can also be removed online further down the road should you decide you no longer need a company secretary. Whether you choose to appoint or remove a company secretary after incorporation, you must make sure you tell Companies House about this change. They can then update their public record to show the changes.

What do Companies House need to know when I appoint a company secretary?

This is the information you need to supply to Companies House: Company name and registration number, date of appointment, secretary’s full name, contact/service address for secretary – most will usually nominate the registered office address as their regular contact address, especially if they want to avoid their home address going on public record and increase the chances of receiving lots of junk mail.
Consent to Act tick box – the company must confirm the secretary’s consent to act in that capacity by ticking the ‘statement of consent’ box on the appointment form.

 

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