February 4, 2021 What are company secretarial services?
In the UK, all companies are required to comply with the provisions of the Companies Act 2006 and, for certain companies, other rules such as the Listing and Disclosure Rules, the AIM Rules, the UK Corporate Governance Code or the QCA Code.
All directors and the company secretary (if appointed) must take reasonable steps to ensure that the business of the company for which they are responsible for, complies with the relevant requirements and standards of the regulatory system. This is where company secretarial services come in. We have looked previously at the role of the company secretary, but what exactly is meant by company secretarial services?
Company secretarial services are a delivery of legal and compliance services to support companies and their Board of directors with the management of the companies they are custodians of. The services encompass several administrative tasks to ensure that the company and its board of directors are supported, whilst ensuring compliance with all legal requirements in the jurisdiction of the company’s incorporation and business operations.
The scope
Company secretarial services include the following, amongst other activity:
Company Formation and Administration
Undertaking all the processes required to set up new:
- Private and public limited companies
- Property management companies and Limited Liability Partnerships (LLPs)
Statutory Compliance and Filings
Managing and undertaking the ongoing company compliance obligations such as:
- Ensuring compliance with the company’s articles of association
- Preparation and filing of the confirmation statement
- Maintenance and safekeeping of the company’s statutory registers and records
- Filing of annual accounts
- Compliance checks and audit of statutory registers
Meetings
support with company meetings with regards to:
- Preparation of Annual General Meeting (AGM) documents, ensuring that the required notice period is given, attending the AGM meeting, taking and drafting minutes, and drafting directors’ and members’ written resolutions.
- Assisting with Boards, Committees and Shareholder meetings by scheduling meetings, setting agendas, circulating papers, taking notes and drafting minutes of the meetings.
Corporate Governance and Advisory Role
Professionally delivered company secretarial services will include:
- Corporate governance advice and directors’ duties training and induction.
- Review and establishment of corporate governance policies and procedures to ensure that directors’ decisions, their engagement with shareholders and management of the company are run, not just legally, but as a matter of best practice for the benefit of all stakeholders.
- Advising company Boards and providing essential corporate services that guide a company through the legal and compliance requirements.
- Offering advice on legal and governance developments and updates to ensure that companies and their directors are compliant with new changes.
In addition to the above, company secretarial services also include the provision of support and assistance with ad-hoc corporate tasks and changes in the following areas:
- Alterations to companies’ articles of association.
- Appointment and resignation of directors and company secretary.
- Assisting with the dissolution or strike off and liquidation of companies
- Assisting with applications for the restorations of a company.
- Changing details of a company’s registered office address, accounting reference date and name.
- Providing documentation with regards to the declaration of a dividend.
- Provision of registered office address facility.
- Providing a named company secretary, which will appear on the public record.
- Re-registration of companies and change of company status.
- Support with arranging and implementing ad-hoc company activities such as share buy-backs, share allotments, capital reductions, share transfers and advising on any stamp duty payable, and preparation and submission of relevant forms and documents to Companies House and HMRC, and issuing the relevant share certificates.
- Updating statutory records to reflect any changes in a company’s shares, members, officers, etc.
How Elemental can help
We have an experienced team of lawyers, chartered secretaries and governance professionals who can deal with your company secretarial needs and to deliver the above services and many more to your company and its Board of directors. To find out more visit our company secretarial services page or contact us.
