Go Limited How to Appoint a Company Secretary (And Do You Need One?)
Go Limited How to Appoint a Company Secretary (And Do You Need One?)
When you look into setting up a company secretary, you'll probably read a lot about company secretaries. They're often listed alongside directors as key people who are involved in the business, and they have a clear role. However, not all limited companies need one.
At Go Limited, we're here to help you decide if you need a company secretary and, if you do, we'll guide you through appointing one.
What is a Company Secretary?
When you set up a limited company, you need to identify who the directors will be. But, you might also need to appoint a company secretary. A company secretary is not the same as a personal or administrative assistant - even though the word 'secretary' is sometimes used to refer to assistants or receptionists - and the role is specifically tied to the governance and compliance of companies.
It used to be the case that all private limited companies in the UK needed a company secretary, but that's no longer the case. Now, you don't need to appoint a company secretary by law, but you can choose to if you want. However, public limited companies are still legally required to appoint one, and the person must have the necessary professional qualifications or experience.
If you're a contractor setting up a private limited company, a company secretary isn't always mandatory, but their role can still be extremely useful.
The Main Responsibilities of a Company Secretary
There is a lot that a company secretary is responsible for, and their exact day-to-day tasks will depend on the business' size and structure. But, the main responsibilities of a company secretary tend to include:
1. Filing with Companies House - When you set up a limited company, you'll have to submit annual confirmation statements, accounts and other statutory returns to Companies House. This is something a company secretary is responsible for.
2. Maintaining Statutory Records - As a limited company contractor, it's important to keep up-to-date registers of directors, shareholders and shareholdings. A company secretary ensures these records are accurate and updated when something changes.
3. Organising Board Meetings - If you have a large limited company, with a few directors and shareholders, you'll probably have board meetings. A company secretary helps by preparing agendas, taking minutes and sharing documents.
4. Ensuring Legal Compliance - It's important to be legally compliant as a limited company contractor, and a company secretary will keep an eye on deadlines and help the business comply with everything it needs to.
5. Communicating with Shareholders - If you have a number of shareholders, it's not always easy to keep them all updated with what's happening in the business. A company secretary takes care of circulating information such as resolutions, dividend details or updates.
To put it simply, a company director makes sure that your limited company stays compliant and well organised at all times.
If you decide to appoint a company secretary, you might find the process to be simpler than you thought. Though it's not something you should rush or do half-heartedly, it's unlikely to be too complex. Firstly, choose your company secretary. This could be a professional - such as a limited company accountant or solicitor - or a trusted individual. They must be over the age of 16 and not disqualified from being a company officer. You'll need their consent to make them a company secretary, and make sure to confirm they're willing to take on the role and understand the responsibilities.
Once all of that is organised, you'll need to notify Companies House. You can do this online via the Companies House website, or by completing and sending form AP03. You'll also need to update your records, mentioning the appointment in your limited company's register of any secretaries. If the company secretary decides to resign or you remove them at a later date, you'll need to let Companies House know.
Do All Limited Companies Need a Company Secretary?
No, not all limited companies need a company secretary. Since The Companies Act 2006, private limited companies - which is the kind most contractors set up - are not legally required to appoint a company secretary. But, you can choose to appoint one if you feel it would benefit your company, and sometimes it does. However, on the other hand, public limited companies - which are also known as PLCs - must appoint a suitably qualified company secretary, whether they want to or not.
Reasons Why You Might Want to Appoint a Company Secretary
Even though, as a contractor setting up a private limited company, you don't legally need a company secretary, there are several benefits to appointing one. That's one it's something a lot of contractors consider.
1. Less Admin - As a contractor, your time is best spent on client work, not chasing Companies House deadlines and trying to keep on top of admin. A company secretary takes care of the day-to-day, essential administrative tasks, so you can focus on more important aspects of running a business.
2. Improved Compliance - With someone whose focus is on monitoring filing obligations, you reduce the risk of late submissions, penalties or making a mistake with Companies Act. This provides peace of mind, and prevents unnecessary issues.
3. Better Organisation - It's not hard to keep everything organised as a contractor, especially when it comes to keeping statutory registers up to date, recording minutes and circulating shareholder information. But, with a company secretary, you have someone to help make sure your business' records are accurate and complete.
4. Professional Credibility - There are some clients, banks and investors that view the presence of a company secretary as a sign of good governance, even in a small company. By appointing one, you're showing everyone you take running your business seriously.
How to Decide if You Need a Company Secretary
If you're a contractor running a limited company, you might not need a company secretary. Many limited company directors, which you are if you're the owner of the business, manage their own filing and admin with the help of accounting software or by working directly with an accountant. There's nothing wrong with that, and it's a popular way of doing things, but there are a handful of scenarios when appointing a company secretary is beneficial.
You prefer to delegate compliance and admin tasks, or if you have multiple directors and shareholders that need to be coordinated, a company secretary is likely to help. You might also want a company secretary if you want professional oversight of filings and legal obligations, or if you plan to grow the business and need stronger corporate governance set up beforehand.
Who Can Be a Company Secretary?
If you're a contractor setting up a limited company, there aren't many restrictions as to who can be a company secretary. As long as they are at least 16 years old and not disqualified from acting as a company officer, they should be eligible. There are no qualifications required. This means you can choose a spouse, family member or trusted friend, or your accountant. You might even opt to work with a company that provides professional company secretaries. There's a lot of freedom, with some contractors even choosing themselves, though it's rare.
For a PLC, the rules on who can be a company secretary are stricter, and the secretary must have appropriate qualifications or experience. This means someone like a chartered accountant, solicitor, barrister or chartered secretary needs to be chosen.
The Relationship Between Limited Companies and Company Secretaries
The relationship between a limited company and its secretary depends on the business' size and structure.
1. If your limited company is relatively small, the role of a company secretary is likely to overlap with that of an accountant or business owner, which is why formally appointing someone to take on the role isn't always necessary. If you don't appoint a secretary, the responsibility for compliance remains with you, as a director.
2. If your business is larger, a company secretary helps a lot more with compliance and governance, helping you to focus on strategic decisions at the same time as ensuring legal obligations are met. They're much more involved in the strategic and legal sides of the business.
At Go Limited, we know how complicated setting up a limited company can feel, and appointing a company secretary adds another thing to your plate. But, a lot of the time, you might not need one. Before you appoint a company secretary, do your research and decide if you need the extra help. If you're a relatively small business and you're happy to handle the administration, compliance and governance yourself, you might be able to keep things simple by not appointing a formal company secretary. If you're a larger business or a PLC, that's unlikely to be the case.
FAQ: Popular Limited Company Questions (UK)
What is a private limited company?
A private limited company (Ltd) is a type of UK business structure that is privately owned, meaning its shares are not available to the public on the stock exchange. The owners' liability is limited to the amount they invest or guarantee to the company. This protects personal assets if the company faces financial difficulties.
Common Mistakes to Avoid:
1. Confusing a private limited company with a public limited company (PLC) or sole trader setup.
2. Registering the wrong company type for your business needs.
3. Failing to understand the director and shareholder responsibilities.
What is a limited company?
A limited company is a business entity with its own legal identity, separate from its owners. The owners (shareholders) have limited liability, meaning their personal finances are protected if the company cannot pay its debts.
Common Mistakes to Avoid:
1. Assuming limited companies are only for large businesses—they're suitable for small and medium enterprises too.
2. Overlooking the ongoing compliance requirements like annual accounts and confirmation statements.
What is a public limited company?
A public limited company (PLC) is a business that can offer its shares to the public and may be listed on a stock exchange. It requires a minimum share capital of £50,000, of which at least 25% must be paid up before trading.
Common Mistakes to Avoid:
1. Trying to register as a PLC without meeting capital or shareholder requirements.
2. Confusing PLC rules with those of a private limited company, which has far fewer compliance demands.
Must a director of a limited company disclose their home address?
Yes, but you can use a service address instead of publicly displaying your home address. The service address appears on Companies House records, while your residential address is kept on a private register, accessible only to certain authorities.
Common Mistakes to Avoid:
1. Using your home address publicly when a service address could protect your privacy.
2. Not keeping Companies House records up to date when addresses change.
Can a limited company be a trustee?
Yes, a limited company can act as a trustee for a trust, charity, or pension scheme. This is common in corporate trust structures.
Common Mistakes to Avoid:
1. Not understanding that directors then have fiduciary duties as trustees in addition to company obligations.
2. Overlooking potential tax implications for trust income.
How to close a limited company
You can close (strike off) a limited company via Companies House Form DS01 if it is solvent, or through liquidation if it has debts. All outstanding taxes and accounts must be settled first.
Common Mistakes to Avoid:
1. Trying to strike off a company with unpaid debts—creditors can object.
2. Failing to inform HMRC and file final tax returns.
How long does it take to fold a limited company?
Voluntary strike-off usually takes about 3 months. Liquidation can take longer depending on the complexity of assets and debts.
Common Mistakes to Avoid:
1. Assuming closure is instant—there are legal processes and notices required.
2. Not budgeting for liquidation costs if the company is insolvent.
9. How to set up a limited company
You can register a limited company online through Companies House for £50, or use a formation agent for additional services such as a registered office address, same-day incorporation, or company secretarial support.
Common Mistakes to Avoid:
1. Picking the wrong SIC code for your business activities.
2. Not having a clear shareholder and director structure in place before registering.
What is a limited liability company?
In the UK, "limited liability company" is another term for a company where owners' liability is limited to their investment—this includes both private limited companies (Ltd) and public limited companies (PLC).
Common Mistakes to Avoid:
1. Confusing UK "limited companies" with the US "LLC" model—they are legally different.
2. Believing limited liability means you can never be personally liable; directors can still be liable for misconduct.
Where can I cash a limited company cheque?
A limited company cheque must be paid into the company's own business bank account—it cannot be legally cashed into a personal account.
Common Mistakes to Avoid:
1. Trying to deposit it into a personal account, which may breach banking and tax rules.
2. Operating without a proper business bank account.
How to change from self-employed to limited company
You'll need to register your new limited company with Companies House, inform HMRC of the change, set up a business bank account, and update contracts with clients.
Common Mistakes to Avoid:
1. Not notifying HMRC—this can result in double taxation.
2. Not transferring assets and contracts correctly into the company's name.
Is a limited company director self-employed?
No, a director is an office holder and is treated as an employee of the company for tax purposes. However, they may also be a shareholder and receive dividends.
Common Mistakes to Avoid:
1. Confusing director status with self-employment when completing tax returns.
2. Forgetting PAYE responsibilities for director salaries.
Should limited company directors take dividends?
Dividends can be more tax-efficient than salary, but they must be paid from post-tax profits. A mix of salary and dividends is often used.
Common Mistakes to Avoid:
1. Taking dividends when the company has no distributable profits—this is illegal.
2. Not keeping proper dividend meeting minutes and vouchers.
What is a limited company UK?
A limited company in the UK is a registered legal entity separate from its owners, with limited liability and its own legal rights and obligations.
Common Mistakes to Avoid:
1. Not registering with Companies House.
2. Assuming personal finances are always protected—this only applies when acting lawfully.
Important:
Please note: Any rates and thresholds mentioned in this article are correct at the time of publishing and may be subject to change.
When choosing an accountant, look for one with proven experience and expertise in the contracting sector, particularly around areas like IR35, limited company tax matters and off-payroll working. Formal qualifications are important, but relevant hands-on knowledge matters just as much — especially in a complex and fast-changing landscape like this.
