There is no legal requirement for a company to appoint a company secretary. A new company may however appoint someone as company secretary to carry out the completion of registrations and returns required from the company. The administrative obligations imposed on a company by the Companies Act are potentially numerous and there can be strong penalties in the case of failure to comply with the requirements. If the company’s administrative requirements are dealt with or supervised by one person there is much less chance of penalties being incurred
The company secretary has duties in respect of the organization of the company meetings. The Articles of Association set out the requirements for holding meetings. The detailed administration and organization would normally be the responsibility of a company secretary. This includes giving appropriate notice of the meetings, ensuring that minutes are taken, filing any relevant documents and updating relevant records.
The company secretary duties may include corporate governance issues. These might arise for example where there is a conflict of interest between a director and the company. The company secretary would also ensure compliance with codes of conduct or other guidance and protect the interests of shareholders, loan creditors or other stakeholders in the company.
The Companies Act imposes a requirement on a company to keep certain statutory registers. These include the registers of members, directors, transfers and charges, as well as minutes of company meetings and resolutions passed at those meetings.
Certain documents are required by law to be filed with Companies House and there are penalties for non-compliance. The company’s Annual Return and accounts must be filed annually, and returns must also be filed when certain other events take place. These include changes to directors’ personal details, appointment of new directors, a change to the registered office address or a change of the company name. The company secretary would also need to inform Companies House of amendments to the articles of association of the company or to the share capital.
The company secretary is often the person responsible for ensuring that tax registrations and accounting records are property kept by a small company. The company secretary may be responsible for registrations for tax, such as value added tax registration or PAYE information and returns. The company secretary would also maintain records in relation to data protection.
The responsibilities of a company secretary are detailed and missing a return or registration can give rise to penalties. The company should therefore take advice from an agent on the correct way to deal with its responsibilities and appoint a company secretary to carry out the duties. Alternatively the company’s administrative tasks can be carried out by an external service provider.