General
Business
The
Role of the Company Secretary
The
legislation surrounding companies often appears complicated
and may at times be confusing for those involved.
The company secretary plays an important role in ensuring
that a company and its directors both comply with company
law. The role might be described best as that of chief administrator!
Do
All Companies Need a Company Secretary?
Yes,
at present, company law requires every limited company to
have a formally appointed company secretary. In fact, all
private limited companies must have at least one director
along with a company secretary and where the company has a
sole director, that director cannot also be the company secretary.
Where there are two or more directors, one may be appointed
as the secretary.
In all companies, whether public or private, the secretary
performs an important role in ensuring that the company meets
statutory requirements.
For public companies these may be onerous tasks requiring
specialist up to date knowledge of company law. As such, public
companies are required to appoint a suitably qualified company
secretary. This is not necessary for private companies.
When
and How Should the Company Secretary be Appointed?
A
company secretary is appointed when a company is first incorporated.
Any subsequent changes to the particulars of the company directors
or secretary, for example, changes in their name or address,
must be notified to Companies House using a standard form
- 288c. When a director or company secretary resigns, form
288b must be completed and sent to Companies House. When a
new director or secretary is appointed, form 288a should be
used.
The
Company Secretary and Companies House
A
company secretary will have regular dealings with Companies
House, as this is where public records about the company are
held.
Company legislation requires that a minimum amount of information
about a company must be publicly available, including, for
example, annual accounts, the registered office address and
details of directors, the secretary and members.
The
Status and Liability of the Company Secretary
The
company secretary is an officer of the company. This means
that they may be criminally liable for defaults committed
by the company, for example, failure to file in the time allowed,
any change in the details of the company’s directors
and secretary and the company’s annual return.
The
Duties of the Company Secretary
The
duties of the company secretary are not defined specifically
within company law. However, these may be divided generally
into three main areas:
- maintaining
statutory registers
- completing
and filing statutory forms
- meetings
and resolutions.
Maintaining
statutory registers
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All
companies must maintain up to date registers of their
key details, which include:
- a
register of members
- a
register of directors and secretaries
- a
register of directors’ interests in shares and
debentures
- a
register of charges.
The
details retained within these registers would include,
for example, names, addresses, dates of appointment
(and resignation) and the number and type of shares
held.
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Completing and filing statutory forms
Here the role of the company secretary would extend to ensuring
that, for example:
- the
annual accounts are filed on time at Companies House. For
a private limited company, under normal circumstances, this
must be within 10 months of the end of the accounting year
- the
completion and filing of the annual return (form 363s).
This is a snapshot of the general information about the
company, which must be checked closely and amended if necessary,
signed and dated and returned to Companies House within
28 days of the date shown on the form. If this is returned
late or not returned at all, the company, its director(s)
and secretary may be prosecuted
- the
potential completion of over 200 forms that the company
could conceivably have to file at Companies House! The most
common might include:
- changes
in directors, secretaries and their particulars (288)
- a
change of accounting reference date (225)
- a
change of registered office (287)
- allotments
of shares (88(2))
- an
amendment to the Memorandum and Articles of Association
of the company.
Often,
these forms have to be filed at Companies House within a specified
deadline following the change.
Meetings and resolutions
Company law sets out procedures for conducting certain aspects
of company business through formal meetings, where resolutions
will be passed.
A resolution is an agreement or a decision taken by the directors
or members. When resolutions are passed, the company is bound
by them.
Here the role of the company secretary would be to ensure
that proper notice of meetings is given to those who are entitled
to attend and to ensure that copies of resolutions are sent
to Companies House within the relevant time frame.
Notice of company meetings
Members and auditors are entitled to written notice of company
meetings. The main requirements are for:
- 21
days notice for the annual general meeting
- 14
days for other meetings.
However,
this does depend on the type of resolution that will be proposed
at the meeting.
Resolutions
There are a number of different types of resolution that may
be passed. We would be pleased to discuss these in more detail
with you.
The
Future Role of the Company Secretary
As
part of the government’s review of company law, the current
role of the company secretary is being reconsidered. The current
proposal is for the position to be abolished for small companies,
although they may of course appoint a company secretary out
of choice. This proposal forms part of a much greater review
of company law and how it affects small companies.
How
We Can Help
If
you would like to discuss any of the issues raised above please
do contact us. We are able to provide comprehensive assistance
with company secretarial matters such as:
- the
maintenance and safekeeping of the company registers
- the
processing and filing of minutes
- the
preparation and filing of resolutions
- the
completion and filing of statutory forms
- the
filing of the annual accounts.
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For information of users: This material is published
for the information of clients. It provides only an overview
of the regulations in force at the date of publication, and
no action should be taken without consulting the detailed
legislation or seeking professional advice. Therefore no responsibility
for loss occasioned by any person acting or refraining from
action as a result of the material can be accepted by the
authors or the firm.
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C o m p l e t
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activities by the Institute of Chartered Accountants in England
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