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

A company must have a company secretary. The secretary can be a director, but only if there are other directors, ie: there must be at least two officers appointed at any time.

The secretary, very broadly speaking, is usually responsible for administrative matters concerning the company. It is generally the duty of the 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 secretary is answerable to the directors, and is often called upon to keep the directors advised of changes in company law affecting the running of the company.

Whilst the 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 secretary can be resident anywhere in the world and can be of any nationality .

Nominee 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 if you wish to utilise our Annual 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.

Click here to find out more about our Corporate Company Secretary service.