The role of Company Secretary
The Companies Act 2006 has changed the law regarding limited companies and their Company Secretary obligations. Until 6 April 2008, company law required every limited company to have a formally appointed company secretary. The new legislation has abolished the requirement for private companies to have a company secretary, although one can be appointed should the shareholders wish.
All private companies, whether they appoint a company secretary or not, will still have to ensure they comply with a number of statutory requirements.
However, public limited companies (plcs) are still required to have a Company Secretary with specialist up to date knowledge of company law.
Your Company Secretary and Companies House
Company legislation requires that a minimum amount of information about a company must be publicly available, including, for example, annual accounts, the registered office address and details of directors, the secretary and members.
A company secretary, or in the case of a private company after 6 April 2008 the person responsible for company secretarial matters, will have regular dealings with Companies House, as this is where public records about the company are held.
The Status and Liability of the Company Secretary:
The company secretary is an officer of the company. This means that they may be criminally liable for defaults committed by the company, for example, failure to file in the time allowed any change in the details of the company's directors and secretary and the company's annual return.
The Duties of the Company Secretary:
The duties of the company secretary are generally divided into three areas:
- maintaining statutory registers
- completing and filing statutory forms
- meetings and resolutions.
The most onerous is the form filling. These include:
- filing annual accounts on time at Companies House. For a private limited company, under normal circumstances, this must be within 10 months (changing to 9 months for accounting periods beginning on or after 1 April 2008) of the end of the accounting year
- completing and filing of the annual return (form 363s). This is a snapshot of the general information about the company, which must be checked closely and amended if necessary, signed and dated and returned to Companies House within 28 days of the date shown on the form. If this is returned late or not returned at all, the company, its director(s) and secretary may be prosecuted
- completing (in certain cases) over 200 forms that the company could have to file at Companies House. The most common might include:
- changes in directors, secretaries and their particulars (288)
- a change of accounting reference date (225)
- a change of registered office (287)
- allotments of shares (88(2))
- an amendment to the Memorandum and Articles of Association of the company.
It is not surprising that many of our clients prefer us to handle these requirements.