Company Secretary Contract Template

Company Secretarial Services Agreement

CO.CSA.SEC.05

Since 6 April 2008, private companies have not had to appoint a company secretary. However if a private company chooses not to have a secretary someone else will need to carry out the functions typically undertaken by a secretary. The duties may be performed by a company director or an administrator may be specifically employed to carry out company secretarial type services as part of their other duties. As the legal and regulatory landscape is increasing and a company secretary plays such an important role in the governance and administration of a company, it is advisable to have someone on hand to fulfill the types of duties and responsibilities that a company secretary is expected to undertake. 

An increasingly popular alternative to either using a director or employing someone is for a company to engage a contractor or freelancer, with the relevant expertise, to provide company secretarial services. This template has been drafted specifically to cater to this type of arrangement. The appointee under such an arrangement may be a company or an individual providing the services for a fee for a specific period of time. It is not intended to be an employment relationship and has been specifically drafted so as to avoid this. Further information on self-employment and IR35 generally can be accessed here.

The range of responsibilities and duties that the contractor will take on will depend on the size of the company and can vary from purely administrative functions to providing strategic support and decision making. The Companies Act 2006 does not specifically set out the duties of a company secretary, but many are implied by the fact that a company secretary is an officer of the company and therefore liable to prosecution for failure to comply with certain statutory requirements.

This agreement sets out the services that the appointee will provide, from standard services such as keeping the statutory registers up to date and filing all relevant documents with Companies House, to providing more strategic services. This list can be added to or adjusted to suit the individual company’s requirements.

This document is in open format. The requisite details should be inserted into the highlighted fields or the wording can be adjusted to suit your purposes. Wording in square brackets is optional. If it is required, then the brackets should be deleted and the wording within them retained. If the wording is not required, then it can be deleted.

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