Role of the Company Secretary

1. The Best Person

As company secretary, you act as the chief administrative officer of the company. Your duties will be defined in your contract of employment, but normally include responsibility for fulfilling some specific obligations imposed under the Companies Act.

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 one of the directors.

1.2 Currently a sole director cannot be appointed as the company secretary.

• Nor can the company's auditor (if you have one).
• Some people are prohibited by law from holding the office of company secretary - for example, 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 various paperwork.

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