Role and duties
of a company secretary
1. Does every company
need a secretary?
Yes. Section 283(1) of the Act says every
company must have a secretary. Section 283(2)
states that a sole director cannot also be
the secretary.
2. What are the
duties of a company secretary
Special duties:
As the secretary is an officer
of the company under section 744 of the Act,
they may be criminally liable for defaults
committed by the company. For example failure
to file - in the time allowed - any change
in the details of the company's directors
and secretary, and the company's annual return.
The secretary may also have to make out a
statement of the company's affairs if an administrative
receiver or a provisional liquidator is appointed,
or if a winding-up order is made. (Sections
47 (Section 66 for Scotland) and 131 of the
Insolvency Act 1986.)
Other duties:
The company secretary usually
undertakes the following duties:
(a) Maintaining the statutory registers.
These are:
• the register of members (section 352);
• the register of directors and secretaries
(section 288);
• the register of directors' interests (section
325);
• the register of charges (section 407 or
422 for Scottish companies); and
• for public companies only, the register
of interests in shares (section 211).
(b) Ensuring that statutory
forms are filed promptly. You cannot simply
send a letter to notify the Registrar that
you wish to change the situation of the company's
registered office or that changes have occurred
among directors or secretaries or their particulars.
You should normally use forms 287 and 288a,
b or c as appropriate. You may also use the
annual return Form 363s in some circumstances
if the return is due at the convenient time.
Changes of directors' and secretaries' details
must be notified within 14 days. There are
many other forms that need to be delivered
to the Registrar.
(c) Providing members and
auditors with notice of meetings. You must
give them 21 days written notice of an annual
general meeting. You must give them 14 days
written notice of a meeting which is neither
an annual general meeting or a meeting to
pass a special resolution. If you are the
secretary of an unlimited company, the written
notice required is 7 days.
(d) Sending the Registrar
copies of resolutions and agreements. You
must send the Registrar copies of every resolution
or agreement to which section 380 applies,
for example special and extraordinary resolutions,
within 15 days of them being passed.
(e) Supplying a copy of the
accounts to every member of the company, every
debenture holder and every person who is entitled
to receive notice of general meetings - also
copies demanded by anyone under section 239
of the Act. You must send accounts at least
21 days before a meeting at which they are
to be laid - see section 238 of the Act.
(f) Keeping, or arranging
for the keeping, of minutes of directors'
meetings and general meetings.
(g) Ensuring that people
entitled to do so, can inspect company records.
For example, members of the company and members
of the public are entitled to a copy of the
company's register of members, and members
of the company are entitled to inspect the
minutes of its general meetings and to have
copies of these minutes.
(h) Custody and use of the
company seal. Companies no longer need to
have a company seal but if they do, the secretary
is usually responsible for its custody and
use. (Company seals can be bought from legal
stationers and company formation agents.)
3. Does a company
secretary have any powers?
No, but the Act allows them to sign the following
re-registration applications:
• the re-registration of a limited company
as unlimited - section 49(4) of the Act;
• the re-registration of an unlimited company
as limited - section 51(4);
• the re-registration of a public company
as a private company - section 53(1)(b);
• and the re-registration of a private company
as a public company - section 43(3).
The secretary is also allowed to sign most
of the forms prescribed under the Act.
4. What rights does
a company secretary have?
They depend on the terms of his or her contract
with the company. The secretary has no special
rights under the Act.
