How to Appoint a Company Secretary
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.
Company Secretary FAQs
What is a company secretary?
A company secretary is an officer of the company responsible for ensuring the business complies with legal, statutory and regulatory requirements. They act as the company's governance and administration lead.
What does a company secretary do?
Typical duties include maintaining statutory registers, filing confirmation statements and accounts at Companies House, organising board meetings, taking minutes, keeping company records up to date and advising directors on compliance matters.
Is a company secretary also a director?
Not necessarily. A company secretary is a separate role from a director — but sometimes the same person can hold both roles (especially in small private companies).
Can a company secretary also be a director?
Yes. Under UK company law, a company secretary can also act as a director, provided they meet the eligibility requirements for being a director.
Is a company secretary an employee?
Often, yes — many company secretaries are employees (e.g. in a finance or governance department). However, they can also be self-employed or an external professional service provider.
Do I need to have a company secretary?
Private limited companies (Ltd) are not legally required to appoint a company secretary unless their Articles of Association say otherwise. Public limited companies (PLCs) must have one.
What is the role of a company secretary in a limited company?
To handle company administration, ensure legal filings are up to date, support the board of directors and act as a point of contact between the company and regulators like Companies House.
Can a company secretary be self-employed?
Yes. Many company secretaries are external consultants operating as self-employed professionals or through their own service companies.
Can I be both director and company secretary?
Yes, in a private limited company you can hold both positions simultaneously (unless your Articles forbid it).
Is a company secretary legally liable (UK)?
A company secretary can be held legally accountable for breaches of company law (e.g. failure to file accounts) and may face fines or prosecution in serious cases.
Can a company secretary chair a board meeting?
Generally yes — if the company's Articles allow it and the board agrees. However, typically the chair is a director or elected board member.
Do charities need to have a company secretary?
If the charity is structured as a charitable company (limited by guarantee), it falls under company law. Private companies aren't required to have a secretary — although many charities still appoint one to manage governance.
How does a company secretary get paid in the UK?
They may receive a salary (if employed), or charge a service fee if acting as an outsourced/company secretarial service.
Can a company secretary sign a deed on their own? (UK)
Yes — a company secretary can sign on behalf of the company alongside a director. Two authorised signatories are usually required for executing a deed.
What happens if all directors resign and the management agent is the secretary?
In practice, the company cannot operate without directors. If all directors resign, the secretary may have to call a general meeting to appoint new directors, or in default, Companies House/the court may step in.
How to become a company secretary (UK):
Typical routes include studying the Chartered Governance Institute UK & Ireland (CGI) qualifications, gaining experience in company administration, or working up from a trainee/company secretarial assistant role.
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.
