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Do you need a company secretary?

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What does the role really involve – and can you get everything done without employing the extra help?

Thanks to a change in the law, private limited companies registered after 6 April 2008 no longer need to appoint a company secretary.

Having said that, the duties of the company secretary must be carried out regardless of whether a person is formally appointed in this role.

What is required?

The responsibilities of a company secretary are not set out by legislation. However tasks usually fall in the following areas:

1. Filing annual returns
Completing and filing the annual return, together with other statutory returns including the annual accounts, directors’ report and auditors’ report where applicable.

2. Maintaining the statutory books
Responsibility for maintenance of the company’s statutory books and records. This can be a time-consuming task that is often overlooked, but failure to keep the registers up to date can incur a penalty of up to £5,000.

3. Arranging directors’ and shareholders’ meetings
The arrangement of board meetings, including drafting the agenda, circulating supporting papers and notices and producing the minutes. This includes ensuring compliance with any regulatory requirements surrounding the conduct of board meetings, including annual general meetings where applicable.

4. Informing Companies House when company details change
Companies House must be informed of any significant changes to the company’s share capital or administration including allotments, appointments and resignations and changes to directors’ addresses and other details.

5. Maintaining the registered office address
This includes ensuring that the registered office address and other company details are accurate on business stationery, company website, emails and order forms for example.

6. Compliance with legal matters
A company secretary should have a good working knowledge of the company’s articles of association, which contain the regulations governing the internal management of the company. They should also ensure that the company is compliant with the Companies Act 2006 and other legal matters.

7. Security of company documents
Ensuring the security of the company’s legal documents including the certificate of incorporation, memorandum and articles of association, company seal, share certificates and directors service contracts.

8. Communication with shareholders
The first point of contact with your company. Circulation of announcements, correspondence regarding dividends, registration of share ownership, transfers and all areas relating to shareholdings normally fall to the company secretary.

9. Signing legal documents
A signatory to legal documents on behalf of the company’s directors.  This includes authorising the company’s annual return and signing cheques and other bank documents.

It is also common for company secretaries, particularly in smaller companies, to take on additional administrative tasks.  This might include PAYE and payroll, VAT issues, insurance, pensions and dealing with advisers such as accountants and lawyers.

Can anyone do the job? The short answer is yes. But it may be better for you to seek advice for performing these duties, rather than risking falling foul of the law.

Henry Catchpole is MD of Inform Direct.

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