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Article Index
Role of the Company Secretary
The Best Person
Filing Annual Returns
Further Legal Requirements
Other Responsibilities
Complementary Roles
What Could Go Wrong?
Getting Help

Role of the Company Secretary

1. The Best Person

A company secretary is the chief administrative officer of the company, responsible along with the directors, for certain tasks under the Companies Act. You have power to enter into certain contracts on your company's behalf under the law generally, and may also have additional duties defined in your contract of employment.

1.1 You are normally appointed by the directors.

  • In a new company, the company secretary is automatically appointed by being named on Form 10, filed on incorporation.
  • You need no formal qualifications to act as company secretary to a private company.The requirements are more stringent for public companies.
  • Whether the company for which you are working is private or public, you must understand your obligations as an officer of the company.The Companies Act contains many requirements and around 150 offences.
  • In many smaller private companies, the company secretary is also a director.

1.2 Some people cannot be appointed as the company secretary. These include:

  • The company's auditor.
  • Undischarged bankrupts (unless given court leave).

1.3 The company secretary may delegate work to a third party, but remains responsible and must check and sign paperwork.

  • You can use a professional chartered secretary, the company's accountant (but not auditor), a solicitor or another provider of company administration services.
  • This typically costs between £200 and £1,000 per annum.
BHP Infosolutions

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