Role of the Company Secretary

3. Further Legal Requirements

You carry much of the responsibility for maintaining the company's existence as a legal entity.

3.1 You are responsible for establishing and maintaining the company's registered office as the address for any formal communications.

• The registered office must be a physical location, and not just a post office box.
• It need not be the place at which the company's business is normally conducted, but you must make provision for ensuring you receive documents sent there.
• The company's name must be shown outside the registered office and every other place of business.
• Shareholders (and others) have the right to inspect various registers maintained by the company at the registered office (see 3.2).
• You must notify Companies House of any change of your registered office address, using the appropriate form.

3.2 The directors usually delegate responsibility for maintaining the company's statutory books and records to you.

These should include:

• A register of present and past directors and secretaries.
• A register of all shareholders, past and present, and their share holdings.
• A register of any charges on the company's assets.
• Minutes of general meetings and board meetings.
• A register of the debenture holders (typically banks).

3.3 You are normally required to ensure the security of the company's legal documents. These documents include:

• The Certificate of Incorporation, recording the formation of the company.
• The Memorandum and Articles of Association (the company's constitution).
• Share certificates and stock transfers.
• The company's seal (if it has one).
• Certificates of the company's change of name (if any).
• Directors' service contracts (if any).

3.4 As company secretary, you are responsible for informing Companies House, on the appropriate form, of any significant changes in the company's structure or management. For example:

• Information on any new shares allotted must be notified within 28 days.
• Appointments, resignations and changes (eg home address) of directors or secretaries must be notified within 14 days using Forms 288a, b and c respectively ().