Does My Limited Company Need a Secretary?

The Modern Role of the Company Secretary

For generations, the office of company secretary has symbolised diligent record-keeping and stability at the heart of British commerce. Yet, since 6 April 2008, the tradition has evolved: private limited companies are no longer legally obliged to appoint a secretary. This pivotal change, brought by the Companies Act 2006, reflects the government’s commitment to reducing unnecessary burdens on small businesses and upholding the nation’s competitive spirit.

Let us examine the law, the role itself, and the prudent steps contractors should consider in upholding sound governance.

A Brief History: Before and After 2008

Prior to 2008:

• All limited companies were required to appoint a company secretary, in addition to at least one director.

• If the secretary was also a director, the company needed at least two directors.

• The secretary was often a spouse or trusted associate, sometimes designated merely to satisfy the legal requirement, rather than to serve a practical function.

• Responsibilities included liaison with Companies House, record-keeping, and ensuring compliance with statutory obligations.

Since April 2008:

• Private limited companies can now operate with just a single director who is a natural person (not another company).

• The company secretary role is optional for private companies, though remains mandatory for public limited companies (PLCs).

“The Companies Act 2006 modernised company law and reduced red tape for small enterprises, allowing contractors and entrepreneurs greater autonomy.”

Do You Need a Company Secretary?

In summary:

• Private limited companies do not need to appoint a company secretary.

• If you choose to appoint a secretary, their details must be registered with Companies House.

• Your Articles of Association may require amendment if they contain a clause mandating the appointment of a secretary. Most modern articles exclude such a requirement by default.

Typical Duties of a Company Secretary

While not a legal necessity, the role of company secretary endures as a mark of diligence and good governance. For contractors, these are the core duties a secretary (or indeed, you as director) should oversee:

• Maintaining accurate company records, including the shareholder register

• Notifying Companies House of changes to company officers or registered address

• Ensuring timely submission of the Confirmation Statement (previously Annual Return)

• Liaising with your accountant to meet tax and annual accounts deadlines

• Handling share transfers and issuing or cancelling share certificates

• Facilitating public inspection of statutory registers, if requested

No formal qualifications are required to hold this office in a private limited company.

Appointing or Removing a Company Secretary

Whether at incorporation or later, you may appoint or remove a secretary at any time. The correct forms must be filed with Companies House to ensure the public record is up to date.

These forms are available from GOV.UK. Many accountants will manage these filings on your behalf, ensuring your company remains compliant.

Frequently Asked Questions

1. Is a secretary required for private limited companies?
No. Since 6 April 2008, there is no such obligation. Appointing one is a matter of choice.

2. Can a director also serve as company secretary?
Yes. The sole director may also act as secretary, if the company wishes to make the appointment.

3. Is the secretary role still required for PLCs?
Yes. Public companies must appoint a suitably qualified company secretary by law.

4. Does a secretary have personal legal responsibility?
If appointed, the secretary is an officer and can be liable for certain filing failures. However, ultimate responsibility rests with the directors.

5. Must the secretary be UK-based?
No. The secretary may be based abroad. A UK service address is required for the public record, with a private residential address supplied to Companies House if needed.

6. Is the secretary’s name required on company stationery or website?
No. Only the company name, number, registered office, and certain particulars must be shown. Listing directors is optional but must be comprehensive if undertaken. There is no requirement to list the secretary.

7. Does Companies House identity verification apply to secretaries?
Currently, identity verification is required only for directors and people with significant control. Secretaries are not subject to this unless they also hold such roles.

8. Can a company appoint a corporate secretary?
Yes, unless the Articles prohibit it. A private company may appoint an individual or a corporate body as secretary.

9. Can the secretarial role be outsourced?
Absolutely. Many firms ask their accountant or a company secretarial specialist to provide these services, either formally or behind the scenes.

The Conservative Approach: Tradition Meets Practicality

While the law now offers flexibility, many contractors uphold the appointment of a secretary as a mark of sound governance. This can be especially prudent for those seeking to maintain the highest standards of record-keeping or to instil confidence with clients and suppliers.

“Continuity and established norms are the backbone of British business. Even when not required, a company secretary can provide reassurance and order.”

Next Steps for UK Contractors

• Review your Articles of Association to determine whether a secretary is required by your company’s constitution.

• Consult your accountant regarding best practice for your business structure and compliance duties.

• Consider the practical benefits of appointing a secretary, even if not required.

• Ensure filings with Companies House are accurate and up to date, whether or not a secretary is in post.

A prudent contractor recognises that while the law permits flexibility, tradition and careful administration remain the hallmark of lasting commercial success.