The Role of the Company Secretary

Company secretaries do not have specific responsibilities or powers but they may be criminally liable for company defaults (such as late filing of returns and so on).  They are also allowed to sign most of the forms required by Companies House.

A company secretary usually performs the following tasks:

  • maintains the statutory registers (such as register of members, register of directors and secretaries etc)
  • ensures that the company returns are filed on time
  • giving shareholders and auditors notice of meetings, such as the AGM (annual general meeting)
  • sending the registrar (at Companies House) copies of resolutions and agreements
  • supplying copies of the company accounts to those entitled to receive them
  • keeping minutes of directors meetings and general meetings
  • ensuring that those entitled to, can inspect the company’s records
  • looking after the company seal (if there is one – this is no longer a legal requirement)

Who can be a company secretary

  • Any fully qualified accountant (ICAEW, CIMA, ACCA, ICAS, ICAI, CIPFA)
  • A member of the Insitute of Chartered Secretaries and Administrators
  • Someone who was a company secretary (or assistant of deputy) on 22 December 1980
  • someone who has held the office of company secretary of a company (except a private company) for at least 3 out of the 5 years immediately before his or her appointment as secretary
  • Is a barrister, advocate or solicitor
  • someone who appears to the directors, to be capable of carrying out the duties (either because of experience or membership of another body)

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