Role And Duties of a Company Secretary
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Must all companies have a secretary?
Yes. It should be noted that a sole director cannot also be the secretary.
However from 6 April 2008 private companies will not have to have a company
What qualifications does a company secretary need?
For a private limited company, no qualifications are needed but for a public
limited company the secretary needs to be qualified.
What are the duties of a company secretary?
These are not laid down by statute but would normally be in the employment
contract of the secretary.
Does the company secretary have any liability or special duties?
The responsibility on a company secretary is far less than that of a
director. However, they can be criminally liable for defaults committed by the
company such as a failure to file in the time allowed any change in the details
of the company's directors and secretary, and the company's annual return.
The secretary may also have to make out a statement of the company's affairs
if an administrative receiver or a provisional liquidator is appointed, or if a
winding-up order is made.
What are the other duties of the company secretary?
The company secretary usually undertakes the following duties:
1. Maintaining the statutory registers including the register of members,
register of directors and secretaries, register of directors' interests,
register of charges and for public companies the register of interests in shares
2. Prompt filing of statutory returns in the correct format and at the
3. Providing members and auditors with notice of meetings. 21 days written
notice of an annual general meeting is required and 14 days written notice of a
meeting which is neither an annual general meeting or a meeting to pass a
special resolution. If you are the secretary of an unlimited company, the
written notice required is 7 days.
4. Sending copies of special and extraordinary resolutions, within 15 days of
them being passed to the Registrar.
5. Supplying a copy of the accounts to every member of the company, every
debenture holder and every person who is entitled to receive notice of general
meetings. You must send accounts at least 21 days before a meeting at which they
are to be laid.
6. Keeping, or arranging for the keeping, of minutes of directors' meetings
and general meetings.
7. Ensuring that people entitled to do so, can inspect company records. For
example, members of the company and members of the public are entitled to a copy
of the company's register of members, and members of the company are entitled to
inspect the minutes of its general meetings and to have copies of these minutes.
8. Custody and use of the company seal. Companies no longer need to have a
company seal but if they do, the secretary is usually responsible for its
custody and use.
Does a company secretary have any powers?
No, but the Act allows them to sign the following re-registration
- the re-registration of a limited company as unlimited;
- the re-registration of an unlimited company as limited;
- the re-registration of a public company as a private company;
- the re-registration of a private company as a public company.
The secretary is also allowed to sign most of the forms prescribed under the
What rights does a company secretary have?
They depend on the terms of his or her contract with the company. The
secretary has no special rights under the Act.
Source: Companies House
About the Author
Jonathan Amponsah BSc FCCA is a UK Tax Expert and the founding partner of
A M P Associates –
A specialist firm of chartered certified accountants and tax advisers based in
London and Surrey. Jonathan advises on a wide range of business and tax issues
and he is recognized for his proactive and innovative approach to taxation.
Jonathan can be contacted on 0845 009 8845 or email:firstname.lastname@example.org
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Article Published/Sorted/Amended on Scopulus 2008-04-26 23:41:50 in Business Articles