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 W Accountancy Fact Sheets  -  Role of Company Secretary

Every company is obliged to appoint a company secretary. If you accept this appointment, you will become an officer of the company, with legal responsibilities under the Companies Act.

The Company Secretary is normally appointed by the directors. In many smaller private companies, the company secretary is one of the directors. Like the directors of the company, company secretaries who fail in their duties can be prosecuted.

As company secretary, the task of filing the company documents at Companies House will normally be delegated to you. You will have to check and amend the information which is sent out on the Annual Return form. You may also need to include additional information on the form, for example on share capital and on the current directors. The form must be returned to Companies House within 28 days of the date shown.

The timing is prescribed by law.  The first Annual Return can be filed at any time within 12 months of incorporation. Subsequent returns must be filed at intervals of not more than 12 months.

The first annual accounts will have to be made up to a date not more than 18 months after the formation of the company. For private companies, the accounts must then be filed within ten months of the accounting year end. The first accounts must be filed no later than 22 months after incorporation.

You are responsible for establishing and maintaining the company’s registered office as the address for any formal communications. You must notify Companies House of any change of your registered office address, using the appropriate form. As company secretary, you are responsible for ensuring that all the company’s business stationery carries its name, registered number and registered address.

As company secretary, you are responsible for informing Companies House, on the appropriate form, of any significant changes in the company’s structure or management. For example:

Information on any new shares allotted must be notified within 28 days. Appointment, resignations and changes (e.g. home address) of directors of secretaries must be notified within 14 days using Forms 288a, b and c respectively.

Certain resolutions – including special, extraordinary and elective resolutions - must be notified within 15 days. Any changes in the charges over the company assets must be notified with 21 days.

In any company, it is the company’s directors who have primary legal responsibility.