Since the Companies Act 2006, private companies do not need to have a company secretary appointed unless their articles state otherwise (public companies do have to have a company secretary).
However, the company secretarial services still need to be performed and the responsibility for this ultimately falls on the directors. Some of these carry criminal sanctions and therefore it is vitally important that the directors ensure that the company secretarial services are properly carried out. These can be done personally by the directors, by an in-house company secretary, or by a professional provider of company secretarial services, like Elemental CoSec.
The duties of a company secretary vary from company to company, but there are certain broad categories that often fall under the remit of the company secretary:
- maintaining the statutory registers;
- keeping the company’s other regulatory records;
- liaising with and updating Companies House on any changes to the company;
- maintaining the company’s registered office; and
- organising and running the company’s meetings.
For more information on these duties, please see the guide to the role of a company secretary.
The above are the core functions of a company secretary and these functions need to be carried out no matter what size a company is, but what about the role of a more senior company secretary?
At larger companies and, especially with public companies, the role of a company secretary extends well beyond the statutory and administrative duties listed above. Company secretarial services can extend to advising and supporting the directors of the company on their company law duties and corporate governance responsibilities. They are often the chief administrative officer and the role is generally considered to be a board level appointment; working with the directors to ensure that any decisions and practices are carried out within the proper framework. They will work closely with the chairman of the board and any committees of the board, such as the remuneration committee and audit committee.
The full range of company secretarial services is vast and is something that is often overlooked but is vital to the proper running of a business so we recommend that you get expert advice as to what exactly your company needs.
There are many areas of company law that directors need to comply with and, often, this is not an area of speciality for the directors. Therefore, an experienced company secretary will be able to guide and assist the directors in this process, allowing the directors to concentrate on their main job, running the company.
This article was provided by Elemental CoSec, providers of professional company secretarial service in the UK. If you would like more information, please get in touch with them directly.
