Company law imposes certain administrative duties and obligations on all companies and, whether or not a company has a formally appointed company secretary, these need to be carried out. They can be delegated to an internal company secretary or an external service provider, such as Elemental CoSec, but the primary responsibility remains with the directors.
The precise scope of the duties of a company secretary vary depending on how the company organises itself and the type of company it is (the company secretary of a plc will have many more duties than the company secretary of a private company). Set out below are some of the more common responsibilities.
The company secretary is normally responsible for organising board meetings and any general meetings (this includes the Annual General Meeting if the company has one). The company’s articles of association (combined with the Companies Act 2006) will set out the formal requirements for organising both types of meetings but the company secretary will be responsible for complying with the notice requirements, taking minutes and dealing with any consequential filings or updating of the records.
Good corporate governance is essential for all companies regardless of their size, but it can become more complicated as the size of the company and the number of stakeholders increases.
The company secretary is the key advisor to the board of directors on matters of corporate governance and their duties as a director. This will include dealing with conflicts of interest, managing the interests of the shareholders and other stakeholders, and dealing with applicable codes and investor guidelines.
Every company is required to keep certain statutory registers (depending on its company type) which comprise:
- register of members;
- register of transfers;
- register of allotments;
- register of directors;
- register of secretaries;
- register of persons with significant control;
- register of directors’ interests;
- register of charges;
- register of debenture holders;
- service contracts of directors;
- directors’ indemnities;
- minutes of meetings and resolutions;
- documents relating to redemption or purchase of own shares out of capital by a private company; and
- report to members of outcome of investigation by a public company into interests in its own shares.
As well as the statutory registers a company is required by law to maintain certain other records and it is generally good practice for a company to maintain other records even if not strictly required to by law. The responsibility for overseeing this often falls to the company secretary (even if day to day someone else maintains them) and they generally include:
- accountancy and tax records;
- PAYE information;
- VAT registration;
- insurance and pension information; and
- other statutory compliance records, for example data protection.
Every company is required to make certain filings with Companies House and it is an offence not to. These can be split into annual filings and those that are required only on the occurrence of certain events as set out below.
Annual filings
- Confirmation Statement – A snap shot of certain company information as at the made up date; and
- Company Accounts.
Event driven filings
- appointment or resignation of a director;
- change of a director’s registered details;
- appointment or resignation of a secretary;
- change of a secretary’s registered details;
- change of the registered office;
- change of accounting reference date;
- notification of single alternative inspection location (SAIL);
- the passing of certain resolutions (including any special resolutions);
- change of company name;
- amendment to the articles of association;
- amendments to the share capital;
- re-registration of the company in changing its status; and
- creation of a charge or mortgage.
Every company is required to have a registered office which must be a physical address (not a PO Box number) in the same country that the company is incorporated.
It doesn’t have to be the place that the company does business but any mail sent there must be dealt with properly as this is where Companies House, HM Revenue & Customs and certain other third parties will write to the company. The name of the company must always be displayed at the registered office for any visitors.
