Does a Company Need a Secretary | Companies MadeSimple

Do I need a company secretary? This is a question many business owners ask when setting up or running a limited company.

The answer has changed over the years. Since the Companies Act 2006 came into force, most private limited companies are no longer legally required to appoint a company secretary. However, the duties associated with the role still exist, and some companies choose to appoint one anyway.

This article explains the current legal requirements, what a company secretary does, and whether appointing one might benefit your business. It also covers who can take on the role and what happens if you decide not to have one. 

If you need support with compliance tasks, Companies MadeSimple offers company secretarial services to help.

Key Takeaways

• Private limited companies are not legally required to have a company secretary (since April 2008)
• Public limited companies (PLCs) must still appoint a qualified company secretary
• Some older companies may still require one if stated in their Articles of Association
• If no secretary is appointed, directors take on the compliance and administrative duties
• Many companies still choose to appoint a secretary to manage filings, records, and compliance
• A director can also act as company secretary in private companies
• Outsourcing company secretarial duties is common and can ensure compliance without extra workload

What Is a Company Secretary?

A company secretary is an officer of the company who supports directors by managing statutory records, handling compliance tasks, and ensuring the company meets its legal obligations.

Typical responsibilities include:

• Filing confirmation statements and annual accounts with Companies House
• Maintaining statutory registers such as directors, shareholders, and people with significant control (PSCs)
• Organising board meetings and keeping minutes
• Managing the registered office address and official correspondence
• Ensuring the company complies with Companies House and HMRC requirements

The role is primarily administrative and focused on governance. A company secretary helps keep the company organised and ensures important deadlines are not missed.

Legal Background - What the Companies Act 2006 Says

The Companies Act 2006 brought significant changes to UK company law, including the rules around company secretaries.

Since 6 April 2008, private limited companies have not been required to appoint a company secretary. This change was introduced under Section 270 of the Act to reduce administrative burdens on smaller businesses.

However, public limited companies (PLCs) must still appoint a company secretary, as set out in Section 271 of the Act. The secretary of a PLC must also meet specific professional qualification standards.

It is worth noting that some companies' Articles of Association may still include a requirement to appoint a secretary. This is more common in older companies formed before 2008. If your Articles require a secretary and you no longer want one, you can amend the Articles by passing a special resolution at a general meeting.

You can check the latest guidance on company secretaries on the official GOV.UK website.

Does Your Limited Company Need a Secretary?

Whether your company needs a secretary depends on its structure and Articles of Association.

Private limited companies

Most private limited companies formed after 2008 do not need to appoint a company secretary. If your company was formed using the standard model Articles of Association, there is no legal requirement to have one.

However, if your company was formed before 2008, it is worth checking your Articles. Older Articles may still include a requirement to appoint a secretary, in which case you would need to either keep the role or amend your Articles.

Public limited companies (PLCs)

Every public limited company must appoint a qualified company secretary. The person appointed must meet the professional standards set out in Section 273 of the Companies Act 2006, which typically means holding a relevant professional qualification or having suitable experience.

Check your Articles of Association

If you are unsure whether your company requires a secretary, review your Articles of Association. These are the internal rules that govern how your company operates, and they will confirm whether a secretary is required.

Why Some Companies Still Choose to Appoint One

Even though it is not legally required, many private limited companies still choose to appoint a company secretary.

There are several reasons for this:

Ensures compliance and timely filings

A company secretary can manage deadlines for confirmation statements, annual accounts, and other statutory filings. This reduces the risk of late submissions, which can result in fines or enforcement action.

Reduces administrative burden on directors

Directors are responsible for running the business and making strategic decisions. Having a company secretary to handle administrative and compliance tasks allows directors to focus on growth and operations.

Improves corporate governance

Appointing a secretary can strengthen governance by creating a clear separation between decision-making and administrative duties. This is particularly valuable for growing companies or those with multiple directors.

Increases credibility with investors and lenders

Some investors and lenders view the presence of a company secretary as a sign of strong governance and professionalism. This can be helpful when seeking funding or partnerships.

Companies MadeSimple can assist with a range of company secretarial tasks such as filing confirmation statements and other ongoing company administration needs.

Who Can Be a Company Secretary?

The eligibility requirements for company secretaries differ between private and public companies.

Private limited companies

In a private limited company, anyone aged 16 or over can be appointed as company secretary. This includes:

• One of the company's directors
• An employee or trusted team member
• An external professional or service provider

The person cannot be the company's auditor or someone who has been disqualified from acting as a director.

A director can act as both director and company secretary, although this is not always considered best practice from a governance perspective.

Public limited companies (PLCs)

Public companies must appoint a secretary who meets specific professional qualification standards. This typically means the person must:

• Be a member of a recognised professional body (such as a chartered secretary)
• Hold a relevant legal or accounting qualification
• Have at least three years of experience in a similar role

These requirements are set out in Section 273 of the Companies Act 2006.

What If You Don't Appoint a Secretary?

If your company does not have a secretary, the responsibilities do not disappear. Instead, they fall to the company's directors or an authorised person.

Directors must ensure the following tasks are completed:

Maintaining statutory registers

The company must keep registers of directors, shareholders, PSCs, and other key details up to date. These registers must be available for inspection and updated when changes occur.

Filing confirmation statements and accounts

Every company must file a confirmation statement at least once a year and submit annual accounts to Companies House. Missing these deadlines can result in fines or the company being struck off.

Organising meetings and keeping minutes

Directors must hold board meetings and, where required, general meetings. Minutes of these meetings must be recorded and kept for company records.

Ensuring statutory compliance

Directors are responsible for ensuring the company complies with all legal obligations, including those related to Companies House, HMRC, and other regulatory bodies.

Failing to meet these obligations can lead to penalties, enforcement action, or damage to the company's reputation. If directors are unsure how to manage these tasks, professional support can help.

Key Duties of a Company Secretary (If Appointed)

If a company secretary is appointed, they typically take on the following duties:

• Filing confirmation statements and annual accounts with Companies House
• Maintaining statutory registers and ensuring they are accurate and up to date
• Managing the registered office address and handling official correspondence
• Arranging and organising board meetings and general meetings
• Keeping minutes of meetings and ensuring they are properly recorded
• Ensuring the company complies with legal and regulatory requirements
• Communicating with shareholders, directors, and regulatory bodies

These tasks help keep the company compliant and well organised. For more detail on what the role involves, you can read more about the role of a company secretary.

How to Appoint or Remove a Company Secretary

Appointing or removing a company secretary is straightforward.

To appoint a company secretary:

1. Pass a board resolution agreeing to the appointment
2. Complete form AP03 (Appointment of Company Secretary) and file it with Companies House
3. Submit the form within 14 days of the appointment

To remove a company secretary:

1. Pass a board resolution agreeing to the removal
2. Complete form TM02 (Termination of Appointment of Company Secretary) and file it with Companies House
3. Submit the form within 14 days of the termination

Companies MadeSimple can assist with filing these forms and managing other company changes to ensure compliance with Companies House requirements.

Company Secretary vs Director - Key Differences

While both are officers of the company, directors and company secretaries have different roles.

Directors are responsible for setting the company's strategy, making business decisions, and managing the company's affairs. They have fiduciary duties and legal responsibilities to act in the best interests of the company.

Company secretaries focus on administration, compliance, and governance. They support directors by handling statutory filings, maintaining records, and ensuring the company meets its legal obligations.

The same person can hold both roles in a private limited company, but separating the two roles can improve governance and reduce the risk of administrative errors, especially as the business grows.

When to Seek Professional Help or Outsource the Role

Small companies with simple structures can often manage company secretarial duties themselves, particularly if there are only one or two directors.

However, outsourcing the role is common and can be beneficial in the following situations:

• The company has a complex ownership structure or multiple directors
• Directors are busy running the business and prefer to focus on operations
• The company wants to ensure all filings and compliance tasks are handled professionally
• The business is growing and needs stronger governance processes

Outsourcing to a professional service provider ensures deadlines are met, records are accurate, and the company remains compliant with Companies House and HMRC requirements.

Conclusion

Most private limited companies in the UK are not legally required to appoint a company secretary, thanks to changes introduced by the Companies Act 2006.

However, the duties associated with the role still exist, and directors must ensure these tasks are completed whether or not a secretary is appointed.

Many companies choose to appoint a secretary anyway to manage compliance, reduce administrative workload, and strengthen governance. The role can be filled by a director, an employee, or an external professional service provider.

If you are unsure whether your company needs a secretary, check your Articles of Association and consider whether professional support could help you stay on top of your statutory obligations.

Companies MadeSimple offers a range of company secretarial and compliance services to support businesses at every stage.

Frequently Asked Questions

Do I need a company secretary for a limited company in the UK?

No, most private limited companies in the UK don't need to appoint a company secretary. The Companies Act 2006 removed this legal requirement. However, some businesses still choose to have one to manage filings, compliance, and company administration.

Is a company secretary still mandatory for public limited companies (PLCs)?

Yes. Every public limited company (PLC) in the UK must have a qualified company secretary by law. The person appointed must meet the professional qualification standards set out in Section 273 of the Companies Act 2006.

What does a company secretary actually do?

A company secretary oversees compliance tasks like filing annual accounts, maintaining statutory records, arranging board meetings, and communicating with Companies House. Their main goal is to help directors meet legal obligations and keep the company organised. Explore related services in our company secretarial services.

Who can be a company secretary in a private company?

Anyone aged 16 or over can be appointed as a company secretary, including one of the directors. The person cannot be the company's auditor or a disqualified director. Many businesses appoint a trusted team member or external professional service.

What happens if my company doesn't appoint a secretary?

If you don't have a company secretary, the directors take on those responsibilities. They must ensure timely filings, keep statutory registers up to date, and comply with Companies House and HMRC requirements. Missing deadlines can result in fines or penalties.

Can a director also be the company secretary?

Yes, a director can act as both director and secretary in a private limited company. However, separating the two roles can improve governance and reduce the risk of administrative errors, especially as the business grows.

What are the advantages of having a company secretary even if it's not required?

Appointing a secretary can make running your company smoother. They can reduce directors' admin workload, ensure compliance with deadlines, maintain professional governance standards, and boost investor confidence. Outsourcing the role to Companies MadeSimple ensures expert compliance support without adding extra internal workload.

How do I appoint or remove a company secretary?

You can appoint or remove a secretary by passing a board resolution and filing the relevant forms at Companies House: AP03 for appointment or TM02 for termination. This must be done within 14 days. Companies MadeSimple can assist with company changes and filings.

Can I outsource company secretarial duties?

Yes, and it's increasingly common. Many businesses outsource to formation agents or compliance firms like Companies MadeSimple, which can handle filings, annual statements, registered office services, and more. This ensures your company remains compliant without adding extra internal workload.

Do company secretaries need to verify their identity under new Companies House reforms?

Yes, if they file documents for the company. Identity verification is required for directors, People with Significant Control (PSCs), and anyone who files for a company, which includes company secretaries. This applies even if the secretary is not also a director or PSC.

Can a company based outside the UK appoint a UK company secretary?

Yes. A company can appoint a secretary based outside the UK, provided the person or corporate body can fulfil the role's legal and administrative requirements. A UK-based registered office or mail forwarding service can support international businesses with compliance.