Company Secretary Factsheets and Documents

October 2011
This month at Simply-docs we are focusing on the role of the Company Secretary and introducing a new set of documents entitled “Fact Sheets for the Company Secretary”. They can be found in the Company Secretary and Administration section of the Corporate folder.

The Fact Sheets for the Company Secretary folders will contain an easy to use, step-by-step guide to each of the tasks commonly performed by the company secretary or the individual acting in that role. For each key task, Simply-docs has produced a detailed Fact Sheet that will give practical instructions on how to carry out that particular task and relevant issues to consider. Each Fact Sheet will also be grouped with the relevant documents needed to complete the task concerned such as board minutes, resolutions, Companies House forms and covering letters to Companies House. This task-based approach will mean that both up-to-date guidance and the relevant documents to use will all be available in one place.

Since the implementation of the Companies Act 2006, many small businesses no longer have a company secretary. Our intention is that these Fact Sheets will be of use not only to formally appointed company secretaries, but also to sole directors who are running a ‘one man band’, to family companies where the husband or wife may be doing the paperwork for the company, to slightly larger businesses, where the company secretarial role has been delegated to one of the directors, or to the MD’s personal assistant or secretary.

The Fact Sheets for the Company Secretary will be rolled out over the next few months and and will ultimately number more than twenty. This month we are releasing the first four Fact Sheets.

Fact Sheet 1 - Appointment of a Company Secretary in a Private Company

This practical guide, which is the first Fact Sheet in the Series, covers whether a company secretary is in fact required, and if so, how to appoint one.

The fact sheet deals with the requirements under the Companies Act 2006, and what to do if your company’s articles pre-date the Act (and you want to remove the requirement to have a company secretary from your articles). It then covers the method of appointing a company secretary and sets out what resolutions need to be passed, what forms filed with Companies House, and what registers completed.

Fact Sheet 2 - Role of the Company Secretary

This fact sheet, which is the second in the Series, sets out the duties of a company secretary. It can be used as an ‘aide-memoire’ to a company secretary new to the role, or can provide invaluable guidance to an employee of a small company, who has been allotted the task of dealing with company administration.

Fact Sheet 3 - The Registered Office and ‘SAIL’

This practical ‘how to’ guide, which is the third in the Series, covers the following areas:-

Maintaining the registered office – where should it be, and what needs to be kept there?

• How to change the registered office address – procedures to follow and forms to file.
• SAIL – what is a SAIL? (a Single Alternative Inspection Location).
• Company records and documents – what needs to be kept, where, and for how long?
• Access and inspection of records by the public.

Fact Sheet 4 - Company Registers

This fourth fact sheet in the Series, covers key corporate documents – the company registers. It tells you what access must be allowed to the public to view and copy your corporate registers, and where you must keep the registers.

The next batch of fact sheets to be rolled out in November will include:-

Fact Sheet 5 - Accounts and Annual Return
Fact Sheet 6 - Appointment and Removal of Auditors
Fact Sheet 7 - Share Administration
Fact Sheet 8 - Increasing the Authorised Share Capital

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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