Role of the Company Secretary

6. What Could Go Wrong?

According to the letter of the law, the job of company secretary in any company involves you in serious potential liabilities, as shown below.

In practice, it is the qualified company secretaries, employed by public companies, with employment contracts which spell out all the responsibilities, who are most likely to be prosecuted for any serious wrongdoing.

An unqualified company secretary, employedby a small private company, is unlikely to be prosecuted unless he or she is knowingly involved in serious wrongdoing.

In any company, it is the company's directors who have primary legal responsibility (see Directors' responsibilities).

6.1 Directors and company secretaries could be held jointly liable for failures to meet the provisions of the Companies Act (except for filing company accounts, for which directors alone are responsible).

• You could incur fines or even criminal charges for failure to file the Annual Return.

6.2 You could, potentially, be disqualified, prosecuted or made liable for company debts if the law is broken.

• You could be subject to criminal proceedings, if the company trades fraudulently, or if company funds are misappropriated.
• If you are also a director, you could be held personally liable for the company's debts, if there has been wrongful trading.Failure to ensure that the directors are acting properly in the conduct of the business could leave you with personal responsibility for its debts.