All Public Companies are still required to appoint a Company Secretary however there is no longer a legal requirement for Private Companies to appoint one. The Company Secretary may be a natural person or a body corporate (a company). For Public Companies the Company Secretary must have the necessary qualifications, but for a Private Company there are no qualifications required.
The duties of the Company Secretary are not legislated; they are legal requirements for the company that are usually carried out by the person nominated as Company Secretary. This means that a Private Company is still required to fulfil the duties of a Company Secretary even if it does not have one appointed.
Many small companies do not have the time or the expertise to perform the basic duties that would normally be performed by the Company Secretary. They will therefore employ a professional firm to provide the basic services, which include:
- Maintaining the company’s statutory registers or books, which should include the registers of directors and secretaries, shareholders, charges over company assets, debenture holders and persons with significant control (from Jan 2016), as well as minutes of general meetings and board meetings.
- Filing Annual Returns at Companies House. Other documents which must be filed include the directors’ report and auditors’ report (unless the company is exempt), and financial statements, including details of the company’s assets and liabilities.
- Establishing and maintaining the company’s Registered Office as the address for any formal communications. Ensuring that all the company’s business stationery carries its name, registered number, country of registration and registered address. These details must also appear on the company website, emails and order forms.
- Ensuring the security of the company’s legal documents, including for example, the Certificate of Incorporation and Memorandum and Articles of Association.
- Informing Companies House of any significant changes in the company’s structure or management, for example the appointment or resignation of directors.
Additional Duties that usually fall to the Company Secretary- but are not normally provided by an external Company Secretarial package- include:
- Arranging meetings of the directors and the shareholders. This responsibility will involve the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken.
- Deciding on the company’s policy for the filing and retention of documents.
- Many other administrative tasks, such as Insurance, managing pension and share schemes, compliance with Data Protection and Health & Safety requirements, intellectual property, advising directors on their duties, and ensuring that they comply with corporate legislation and the Articles of Association of the Company.
- For public companies the Company Secretary will also be responsible for compliance with the requirements of the Stock Exchange, management of the company’s registrars and compliance with the Combined Code of Corporate Governance.
Tax Innovations provides a broad range of company secretarial services for private companies. For more information on Company Secretarial and other company services please email email@example.com or call us on 01962 856 990.