Do I Need A Company Secretary For My UK Limited Company?

08 Mar 2023 04:01 PM

What is a Company Secretary?

A company secretary is an essential role within a UK limited company. They are responsible for ensuring that the company complies with its legal and regulatory obligations. If you are running a UK limited company, you may wonder if you need a company secretary. While it is not a legal requirement to appoint one, having a company secretary can bring many benefits to your business.

What are the responsibilities of a company secretary?

Here are six reasons why you should consider hiring a company secretary for your UK limited company:

1. Statutory Registers

A company secretary can help you maintain your statutory books, which are the official records of your company’s shareholders, directors, secretaries, charges and people with significant control (PSCs). These records must be kept at your registered office or another inspection location and be available for inspection by the public. They help ensure compliance with the legal requirement for a company to hold and maintain the following statutory registers:
  • Register of directors
  • Register of directors’ residential addresses
  • Register of secretaries (where there is a secretary appointed)
  • Register of members
  • Register of people with significant control (PSC register)
  • Register of debenture holders (if required)
  • Register of charges (only required for companies with charges outstanding before 6 April 2013)

2. Companies House Filings

A company secretary can help you file your confirmation statement and other company returns with Companies House on time and accurately. These documents are essential to keep your company information up to date and avoid penalties for late or incorrect filing and include:
  • Confirmation Statement
  • Annual Accounts*
  • Company Changes
    • Officer (addition/removal)
    • Address Changes
    • Share Allotments
    • Special Resolutions.
*although the company secretary may file the company's annual accounts, directors remain responsible and will need to check and sign them

3. Meetings

Organising and co-ordinating meetings of directors, members and committees.
  • Producing Agendas
  • Producing and circulating board packs and members' resolutions paperwork
  • Taking and distributing meeting meetings.

4. Corporate Governance

Reviewing and advising on developments in good corporate governance and:
  • Assisting directors to comply with their duties under the Act
  • Ensuring compliance with the company’s Articles of Association (for example, meeting notice periods and procedures and directors’ authority to allot shares)
  • Ensuring compliance with requirements under the Act (for example, retention periods for original documents).

5. Communications

First point of contact for:
  • Shareholders – dealing with queries, payments of dividends, and management and procedure for general meetings
  • Non-executive directors – providing induction, ongoing support and guidance.

6. Accounts

Working with internal and external advisors (and the directors) on:
  • Preparation, distribution and approval of the accounts
  • Filing the accounts at Companies House

Do you need a Company Secretary for your business?

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