The vitally important role of your Company Secretary

The formal role of the Company Secretary has changed in recent years with technology taking over a good proportion of the original list of tasks and with legislation now making it optional for private limited companies to even appoint one. Regardless of whether your company has an official Company Secretary or not there are still vital tasks that require, by law, fulfilling. Are you keeping your company compliant and ensuring that someone is picking up the baton for the legal responsibilities of your business?

Who is responsible? You are responsible…

The role of Company Secretary is predominantly admin based and often those who continue to appoint someone in this role double it up with other financial and admin tasks, as typically it is no longer a full time responsibility, except for perhaps in the largest of companies. It is however a role of great responsibility so it is vital to have the right solution for your business. Whoever you appoint to carry out the tasks of Company Secretary, it is the Company Directors who are ultimately responsible though. There are occasions where a Company Secretary could be held jointly liable with the Directors for failing to meet the rules of the Companies Act but this is rare, especially if the person is unqualified, which often they are.

Who is best suited for the role as Company Secretary?

The Company Secretary is often one of the directors, although this sometimes is just for the sake of having a name allocated; often that director has far bigger fish to fry taking care of their “director responsibilities” and frequently here Company Secretarial work falls second in line. The other option is a Financial Controller that works in-house or as an alternative it could be an independent Accountant or Accountancy firm, which holds an increased level of reassurance knowing that you have a professional taking care of this important role. It cannot, however, be your Company auditor as this poses a conflict of interest. Figurit support the Company Secretary for all our clients as part of our Accountancy and Tax package, assisting them to meet deadlines and complete the necessary forms required.

What does the Company Secretary role involve?

What is involved in the Company Secretary role varies depending on the size of the company. Whilst not a definitive list, this can be a starting point to either give instructions to your designated resource or just to act as a reminder to the various tasks that should be on your radar. 1) Annual Return preparation and filing in line with set deadlines. 2) Signing off documentation, such as the financial statements with Companies House, making sure that formal financial documents are filed within deadlines. 3) Maintaining the statutory books, including updating them with historical and current information such as:
  1. Shareholders, directors and secretaries
  2. Shareholdings, including all movements
  3. Minutes of meetings

Failure to do so can incur a £5,000 penalty so it’s important to not let this one slip through the net!

4) The notification of changes to the legal position of the company, including shareholders personal information and how many shares they hold. Notifications need to be made with Companies House. 5) Ensure the registered office is maintained including a sign with the company name featured outside the registered office and all places of business. 6) Arranging meetings between shareholders and directors and other key staff to discuss key business topics. Minutes are also required to document where important decisions were made. These are then filed for future reference and are a legal requirement should Companies House want to check anything. 7) Keeping your communication material compliant. Formal communications such as stationary, website, forms and emails need to detail certain bits of corporate information. This includes
  1. Company name
  2. Registered Office address
  3. Place the company is registered and
  4. Company number
For more information on your business stationary, visit Companies House using this link. The above is just the starting point to understanding the Company Secretary role and protecting the legal side of your company. Don’t leave any questions unanswered, as the consequences can be high. For further help and advice around the role of Company Secretary the Figurit commercial team have plenty of experience to share with you. Call to discuss the best solution for your business on: 020 7376 9333