Do You Legally Need a Company Secretary for Your Limited Company?

What’s All the Fuss About Company Secretaries?

If you’ve just set up or are running a limited company as a UK contractor, you might find yourself wondering: Is a company secretary legally required? Let’s unpack the rules and see what’s right for your business.

The Legal Lowdown: Do You Need a Company Secretary?

Here’s the nutshell answer: For private limited companies in the UK, appointing a company secretary is not a legal requirement.

• Before 6 April 2008: All limited companies had to appoint a company secretary.
• After 6 April 2008: The Companies Act 2006 changed things. Now, only public limited companies (PLCs) are required to have a company secretary. Private limited companies (Ltd) can choose whether or not to appoint one.

"The Companies Act 2006 made it easier for contractors to manage their own companies, reducing admin burden and costs."

The Official Stuff

• Companies House does not need to see a company secretary listed for private limited companies.
• Your company’s articles of association may still mention a secretary. If so, you can update these to remove the requirement, or simply leave the position vacant.

Should You Appoint a Company Secretary Anyway?

Even though it’s not required, some contractors still choose to appoint a company secretary. Here’s why:

Pros	Cons
Helps with admin and compliance	Extra cost or admin burden
Useful for larger, more complex companies	Not legally required for most contractors
Can share legal responsibility	Directors remain legally responsible

Typical Tasks of a Company Secretary

• Filing annual accounts and confirmation statements
• Keeping statutory registers up to date
• Arranging board meetings and minutes
• Communicating with Companies House

For most contractor-run limited companies with only one or two directors, these tasks are manageable without a company secretary.

Tip: Many contractors act as both director and secretary, or simply skip the secretary role entirely.

What If I’m a Sole Director?

You can be the sole director and manage all company duties yourself. There’s no need to appoint a secretary, unless you want help with admin or compliance.

What About Public Limited Companies (PLCs)?

If you run a PLC, you must have a company secretary. The rules for PLCs are more stringent, reflecting their public status and obligations.

What Happens If I List a Secretary Anyway?

If you appoint someone as company secretary, you’ll need to notify Companies House and keep their details up to date. But again, it’s optional for private limited companies.

Busting the Myths

• Myth: All limited companies need a company secretary.
Fact: Only PLCs are legally required to have one.
• Myth: A company secretary is responsible for legal compliance.
Fact: Directors hold ultimate responsibility, whether or not there’s a secretary.

Key Takeaways

• You do not need a company secretary for your private limited company.
• If you want one, you can appoint yourself or someone else.
• Make sure your company’s articles of association align with your choice.

For most UK contractors, skipping the secretary role keeps things simple and cost-effective.

What Should You Do Next?

• Check your company’s articles of association for any references to a secretary.
• Decide if you want to appoint a secretary, or keep things streamlined.
• Keep on top of your annual filings and compliance duties.

Need help managing your company admin? Speak to your accountant or a specialist contractor advisor to make sure you’re fully compliant—and focused on what matters most: growing your business.