Company Secretary – What is their role and what are their duties?

A company secretary is essentially the chief administrative officer of a company. Private companies are no longer required to have a company secretary essentially because it often became a regulatory burden for them and the role was often contracted out to external advisors. However whist a private company has a choice as to whether to have a company secretary (unless there is an absolute requirement in the company’s articles, which is unlikely), it still has to ensure that the functions of the role are carried out. This will typically be by the directors, and the role may most appropriately be the responsibility of an administrative director, finance director or even a company accountant. Where the company continues to have a company secretary, that person will be subject to the same rules as a company secretary in a public company.

There is no comprehensive code defining the scope of duties of a company secretary. The responsibilities are partly governed by statute and partly by general law. In large part a company secretary’s responsibilities under the Companies Act 2006 are administrative. A company secretary’s main duties include:

•Maintaining the company’s statutory registers (register of members, directors and secretaries, directors’ residential addresses and register of people with significant control over the company) as well as records of director and shareholder meetings and resolutions etc;
• Dealing with the administration of share transfers;
• Co-ordinating inspection of the company’s statutory registers;
• Assistance in relation to board and shareholder meetings and related paperwork;
• Filing of information at Companies House; and
• Custody and use of the company seal (if the company has one).

As a matter of general law a company secretary, as an officer of the company, also has a duty to act in good faith in the best interests of the company.