What Is A Company Secretary And Do You Need One As A UK Limited Company?

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A company secretary is an important role that is often misunderstood and assumed to be a personal assistant or receptionist. Despite any preconceptions, company secretaries play a more important role in helping businesses operate within the law and financial regulations.

Depending on the business, company secretaries can also help directors with the day-to-day running of the company and play a role in key, strategic decisions. 

In this guide, we’ll answer your questions about what is a company secretary, what they do and if you need to hire one as a limited company in the UK. 

What is a company secretary?

A company secretary is an ‘officer’ of your company. This means that they are an important member of the management team, and are often the first point of contact from your shareholders in the company. 

The day-to-day responsibilities of a company director are varied but involve ensuring that the business operates within all financial, legal and statutory regulations. Basically, they make sure you don’t break any laws or guidelines and are running your business exactly as you should be. 

However, it’s worth noting that although company secretaries are responsible for ensuring your company follows the law – they are not liable for it. Your director is, and always will be, legally responsible for your company. 

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Do you need to employ a company secretary as a limited company in the UK?

No! A private limited company in the UK does not need to employ a company secretary. The only restrictions that HMRC have in place are over who you can employ as a company secretary if you choose to do so. 

For example, a company secretary cannot be the company’s auditor (as that will be a conflict of interest) or an ‘undischarged bankrupt’. This means that they are still under restrictions imposed on them from declaring bankruptcy. If you’re not sure, you can check if someone has been discharged using the Insolvency Register.

What happens if you don’t employ a company secretary? 

If you choose not to employ a company secretary, then the roles and responsibilities will fall onto the company director. (As outlined in section 270 of the Companies Act 2006). 

This is why many limited companies still choose to hire a company secretary, as it frees more time for directors to focus on the development of the business. 

Recommended Company Secretary Service:

Prefer to outsource your company secretary so that it’s one less thing to worry about?

Our top-rated company formation agent, 1st Formations, offer a full company secretary service (even if you didn’t use them to form your company).

It includes a named secretary at Companies House, a dedicated account manager, and maintenance of your statutory registers – including your annual confirmation statement.

Click here to visit their site

What are the responsibilities of a company secretary? 

The responsibilities of a company secretary vary by the type of company, its size, and the sector that it operates. However, company secretaries can normally be expected to: 

  1. Guide the chair and board on the rules and regulations they should adhere to, and ensure that they are carried out. 
  2. Maintaining statutory books and keeping the registers up to date. Failure to update these records is an offence and will result in a hefty fine. 
  3. File confirmation statements and company returns, such as annual reports, director’s reports and more. If you’re looking for help putting together your annual statements, you might want to look at the 10 best accounting software for UK businesses. 
  4. Organise meetings between directors and shareholders, including creating the agenda, taking minutes and ensuring that all board meetings observe any regulatory requirements. 
  5. Keeping Companies House records up to date and informing them of any changes, such as officer appointments, address changes or modifications to articles of association. 
  6. Managing the registered office address for the company, handling the correspondence that is sent to this address – and ensuring that it is correctly displayed on any company assets (like emails, website, stationary, etc). 
  7. Keep on top of legal, financial and statutory regulations for your business to ensure that you are compliant. 
  8. Maintain the security of company documents, including the certificate of incorporation, memorandum and articles of association, company seal, share certificates and directors’ service contracts.
  9. Maintain good relationships between shareholders and the board, sharing opinions and feedback when relevant.  
  10. Communicate with shareholders, distributing company announcements and all correspondence on dividends, share ownership registration, transfers or any other matters concerning company shares. 
  11. Sign legal documents on behalf of directors. 
  12. Liaise with external regulators and advisers, such as lawyers and auditors.

Some company secretaries may also be required to perform other duties such as handling payroll, VAT administration, pension scheme administration as well as the HR and health and safety responsibilities. As you can see, it’s much more than just answering the phone or maintaining a diary. 

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How much do company secretaries get paid? 

Company secretary salaries vary by company and seniority. Someone working as a company secretary for a billion-dollar company will be on a slightly different salary than someone working for a start-up. But if you’re considering whether or not your company needs one, it’s always a good idea to get rough salary estimates to factor into your costs. 

Generally speaking, trainee company secretaries start at £20,000-£26,000 per annum in the public sector, which rises to £24,000-£30,000 in the corporate sector. For more established companies, salaries range between £83,000 to £130,000. The top 25% of company secretaries earn above £184,000, while group company secretaries could be on salaries as high as  £311,000. 

Now, you won’t be expected to hire a company secretary on a salary that high as a startup, so don’t be frightened by these numbers. But remember that they will class as an officer of your business and handle a lot of important work for your company – so you really shouldn’t skimp out on their salary. After all, they are the barrier between facing hefty fines and offences if you do not adhere to all the rules, regulations and laws for your business and sector. 

What qualifications does a company secretary need? 

Technically, a company secretary doesn’t need any qualifications to take on the job role. However, considering some of the roles and responsibilities that they will take on in your business, it’s a good idea to look for those with qualifications in: 

  • Business and management;
  • Law (preferably business law);
  • Or accountancy and finance.

But again, this isn’t essential. It’s just helpful in finding the right candidate for the job. Ideally, those who have been in the position before – or have completed a training or apprentice scheme like the ones offered by the Chartered Governance Institute UK and Ireland. 

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What skills should I look for in a company secretary? 

To hire the best corporate secretary for your business, you should look out for skills such as: 

  • Great communication skills, both verbal and written, as they will be the first point of contact for your shareholders. 
  • Attention to detail and high organisational skills, as they will be in charge of keeping all your records accurate and up to date. 
  • Mathematics and accounting skills, which will help in filing and checking over annual reports for the Companies House.
  • Trustworthiness and discretion, as they will be privy to sensitive company information and required to keep documents secure. 
  • Planning and problem-solving skills, which will help them ensure the business stays compliant and assist the board with strategic decision-making. 

When interviewing for this role, or sizing up possible candidates, it can be worthwhile to see how skilled they are in these areas to see how well they will perform as a company secretary. 

Recommended Company Secretary Service:

Prefer to outsource your company secretary so that it’s one less thing to worry about?

Our top-rated company formation agent, 1st Formations, offer a full company secretary service (even if you didn’t use them to form your company).

It includes a named secretary at Companies House, a dedicated account manager, and maintenance of your statutory registers – including your annual confirmation statement.

Click here to visit their site

Should I get a company secretary for my limited company? 

As we’ve outlined before, it’s not a requirement for limited companies to have a company secretary. However, they can be an incredibly useful asset, as they are responsible for ensuring you adhere to all laws, regulations and responsibilities.

They also take care of a lot of the admin that comes with owning and running a business, like keeping records up to date, filing reports and dealing with correspondence with Companies House or shareholders. 

These responsibilities will fall on you if you don’t have a company secretary. This might be fine for some people (particularly if you’re starting up and the only shareholder!). But it doesn’t work for everyone, as the more time you spend on these tasks, the less time you have to focus on your business. 

Luckily, you don’t have to make the decision straight away. Company secretaries can be appointed later on in your company’s life – meaning that you could go without for a while, but as you go and expand, you can get one on board to help you take care of all the little details and tasks and free up some much needed time. 

And speaking of freeing time, we’re home to some of the best tips, advice and reviews for UK businesses. See how much time we can save your business and help you progress with one of our below guides: 

Whatever your business needs, we’re always here to help at Business4Beginners.

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Author
Business4Beginners has been advising new businesses owners since 2013. The founder, Paul Bryant, has created, grown and sold several successful businesses and remains the editor and fact-checker of all content published on the site.
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