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Company Secretary: What is the role of the Company Secretary and why it is important to get right?

London 26th Jun 2024
The role of the Company Secretary is one that holds significant influence and is one of the key governance positions within an organisation.

The Company Secretary’s role is essential in ensuring that the company operates in accordance with set policies, procedures, processes, and rules.

Company secretaries can either be an individual or a corporate entity and acts as an important intermediary between the board, shareholders and Companies House.

As an officer of the company, the company secretary owes a duty to act in good faith and in the best interests of the company and much like directors, can be held liable for any breaches of duty. This is enforced by provisions within The Companies Act 2006.

The responsibilities of the company secretary

The specific responsibility of the Company Secretary will vary depending on the size of the organisation as well as the sector within which they operate. However, typical responsibilities of the company secretary include, but are not limited to the following:

  • Maintenance of the legal statutory registers, including the register of members and register of people with significant control (PSC)
  • Completing and filing statutory returns to the Registrar of Companies, including the annual confirmation statement
  • Establishing and administering registered office and ensuring the procedures for the public inspection of company documents
  • Ensuring the company complies with its Articles of Association, the Companies Act, the UK Corporate Governance Code any other relevant legislation and good practice guidelines
  • Ensuring directors are aware of their legal responsibilities and statutory duties
  • Facilitating the smooth operation of meetings and formal decision-making

In addition to the above responsibilities, the Company Secretary would also be responsible for fillings such as the registration and satisfaction of charges, the changing of details of directors, shareholders and PSCs and alterations to the articles of association, among others.

The increasing importance of a Company Secretary

Once considered a form of administrative support, the increasing importance of the Company Secretary cannot be understated and is continuing to grow as regulation advances and regulators become tougher.

Many of the responsibilities of the Company Secretary carry serious financial or logistical implications if they are not completed.

For example, they may be liable to a fine if they fail to comply with the provisions laid out in The Companies Act 2006, many of which state that where there is a failure to comply, ‘an offence is committed by every officer of the Company who is in default’.

As such, an appointed Company Secretary ensures companies comply with regulation and best practice and thereby avoids any potential fines.

Board and shareholder meetings

It is important to follow best practice in respect of organisation of board and shareholder meetings, circulation of agendas and accurate minutes of meetings and resolutions.

Company secretaries should be aware of the requirements to ensure that companies complies with all the legal procedures. Failure to comply could invalidate the business of the meeting.

Is a Company Secretary a legal requirement?

There is a legal requirement for UK public companies to appoint a company secretary and while there is no obligation for private companies to appoint a company secretary, it is highly recommended that they do so to ensure good governance.

How can JTC help?

With a focus on professionalism, integrity and independence, JTC provides a broad range of global corporate clients with a tailored outsourced company secretarial service.

JTC’s global presence and deep understanding provides a wide range of high quality corporate secretarial services relevant and customised to your specific requirements.

If you would like to find out more about how JTC’s full suite of company secretarial services can help your business, or if you require any specific requirements tailored to suit your needs, please contact Michelle O’Flaherty.

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