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Do you know your obligations as a Company Secretary?

A company secretary shares legal responsibilities with the directors for certain tasks required by the Companies Act 2006. As a company secretary, you should understand your obligations as an officer of the company.

The role and specific duties of the company secretary are usually set out within the Articles of Association, contract of employment or the terms of engagement.

The precise scope of the company secretarial role varies depending on the type of company and the governance structure. However, we have set out some of the common responsibilities below.

In general terms, a company secretary is required to:

  • Ensure and check the company complies with their Articles of Association, the Companies Act 2006 and any other relevant legislation;
  • Maintain the company’s statutory books and records, including but not limited to the register of members, directors, secretaries and charges;
  • Administrative duties relating to directors and members meetings, including the preparation and circulation of notices and minutes;
  • Providing the directors and members with advice on corporate governance;
  • Filing company information with Companies House such as the annual return, the accounts and appointment forms;
  • Maintaining communication links between directors, members and employees; and
  • Running the registered office, including dealing with correspondence, taking care of official documents and ensuring the company’s statutory registers are available for inspection.

Usually the company secretary does not have any executive or managerial responsibilities unless such responsibilities have been delegated by the directors. A company secretary cannot amend the statutory registers or appoint the company auditors without the authorisation from the directors of the company.

A company secretary can attend both directors and members meetings, but the appointment as a company secretary does not entitle that person to vote. A company secretary can only vote if that person is also a member and/or a director and that person can only vote in their capacity as a director and/or member not in their capacity as a company secretary.

Company secretaries are subject to common law fiduciary duties.
This includes acting in good faith in the interest of the company, keeping the company’s affairs confidential, avoiding conflicts of interest with the company and not making personal profits from dealings on behalf of the company. The company secretary should ensure that all fiduciary duties are complied with at all times.

The role of company secretary can involve serious potential liabilities.
Directors and company secretaries can be held jointly liable for failures to meet the provisions of Companies Act 2006 (except for company accounts, for which directors are solely responsible). If the company secretary has prime responsibility for the task, they may be held responsible and liable to the fine.

A company secretary can either be an individual or a company.
A company can appoint an employee to be the company secretary, or alternatively the company can appoint an external supplier to provide the company secretarial services.

Schofield Sweeney offers a company secretarial service which deals with the legal aspects of the company secretarial role. This includes preparing and filing the annual return, maintaining the statutory registers and filing changes in the statutory registers with Companies House. Please contact the team for further details.

If you would like more information in relation to the role of the company secretary or the specific responsibilities that apply to your company secretarial role, please call the team on 01274 306 000 or email andrewhurst@schofieldsweeney.co.uk for advice.

About the Author

Andrew Hurst

Partner

Andrew leads a team specialising in innovative projects which has undertaken over 160 academy conversions,…

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