company secretary
As from 6 April 2008, it is no longer necessary for private companies to appoint a Company Secretary unless they wish to do so. If one is appointed then the Secretary will have the same authority and responsibilities as under existing law and will continue to be registered at Companies House. However a Company Secretary who is an individual will no longer need to provide a private address but simply an address for service which may be the registered office of the company. (Note- existing companies who wish to dispense with their Secretary may first need to change their Articles of Association)
It should be noted that a Company Secretary is an officer of the company and in that capacity is liable in the same way as a director.
However the Company Secretary is only involved in administration, not management and must not commit the company in business transactions without the specific instructions of a director. Of course this does not apply where, as is often the case, in small and medium sized companies, the Secretary is also a director of the company.
The Company Secretary will usually issue the appropriate notices for Board and General meetings, in accordance with the directors' instructions, and ensure that proper Minutes of such meetings are maintained.
Other important responsibilities imposed on the Company Secretary are to ensure that the Company's registers are properly maintained, that shareholders are kept informed of matters relating to them and that all necessary returns are made to Companies House within the appropriate time limits.
Where wider or more specific duties are required of a Company Secretary by the directors they will normally be agreed at Board Meetings and should be confirmed to the Secretary in writing.
In large companies the Secretary is far less likely to be a director and also employee, but this is often the case in small and medium sized companies. In circumstances where the Secretary has more than one role it is important that the terms of engagement are clearly defined for each and where appropriate, a Contract of Employment issued.
All PBS information sheets are designed to provide the detail you need to implement best business and employment practices. They are not a detailed commentary on the current law and where advice is needed in a specific case you should contact PBS for expert consultation.