Structure of a Limited Company - Company Secretary

The following offers a brief guide to the structuring of a UK Limited Company. This does not set out to explain the complexities of company law, nor do we intend to set out a full list of the responsibilities of the company director. We do, however, aim to give the uninitiated some basic information to assist in the important decisions concerning the appointment of company officers and other matters when setting up a company for the first time.

Company Secretary

The Company Secretary, very broadly speaking, is usually responsible for administrative matters concerning the company. It is generally the duty of the Company Secretary to maintain official company minute books, statutory registers and prepare and lodge any necessary returns required by Companies House, such as changes to directors and filing of annual returns and accounts.

The Company Secretary is answerable to the Directors, and is required to keep the Directors advised of changes in company law affecting the running of the company. With major changes to company law introduced under the terms and regulations of the new Companies Act 2006, this is seen as a particularly important issue.

Whilst the Company Secretary can be held personally liable for non-filing of Companies House returns, in practice it is generally the Directors upon whom this responsibility lies.
The Company Secretary can be resident anywhere in the world, can be of any nationality, and may be an individual or a corporate body.

Nominee Company Secretaries are often appointed in order to fulfil this role in a professional capacity. This is a service that we provide and we strongly recommend that this option is considered especially if you wish to utilise our Managed Compliance Service , and should certainly be considered in conjunction with that service if the Directors are not familiar with maintenance of statutory records or minutes.

The Companies Act 2006
New Provisions Introduced From 6 April 2008

From 6 April 2008, private companies are allowed if they so choose to dispense with the role of Company Secretary. This allows companies to operate with just one Director if they wish.

Any company may still choose to appoint a company secretary who will then maintain the current function with no change to the duties and authority that apply under current rules.

However, it is important to note that the duties and responsibilities previously placed on the Company Secretary are still be applicable after this date, and must be carried out correctly by the Director if no Company Secretary is appointed. There is a strong argument in support of the retention of the services of a professional Company Secretary particularly in view of the many changes introduced by the Companies Act 2006, and it is important not to degrade the status of the company.

If in any doubt, please feel free to contact us directly to discuss your concerns in more detail.

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