How do I appoint a company secretary?

Previously a compulsory appointment, the role of company secretary became optional for private limited companies in 2008. Whilst no longer required by law, there is nevertheless significant value in appointing a secretary. Indeed, many private firms continue to do so, highlighting the importance of the role.

In this post, we will explain how to appoint a company secretary to your firm, whether during or after company formation. We’ll also look at why you would want to fill this position in a private company, who you can and cannot appoint, and how to report changes to your secretary’s details at Companies House.

Why appoint a company secretary?

A senior, strategic position of significant influence, the company secretary is an ‘officer’ who advises and supports directors in key areas of corporate governance and compliance. By doing so, they ensure that the company and its board of directors meet all statutory and regulatory requirements.

These duties range from maintenance of company registers and filing of annual accounts to monitoring relevant legislation and regulations, overseeing internal systems, and ensuring all processes in the company are up to code.

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If you do not have a secretary, these often demanding responsibilities fall solely on the director(s). Thus, the main reason to appoint a company secretary is to lighten the workload of directors and make sure the company conducts its business efficiently, effectively, and lawfully. Not, as the name would suggest, to carry out clerical or secretarial duties.

Who can I appoint as a company secretary?

Given the important nature of the role, you should choose someone who has the necessary skills, knowledge, and experience to effectively carry out the functions of the company secretary. Beyond that, you can appoint almost anyone, including:

• an individual person
• another limited company
• your firm’s solicitor or accountant
• a professional company secretary
• an existing employee
• one of the company directors, members (shareholders/guarantors), or people with significant control (PSCs)
• a professional administrative services firm

Who cannot be a company secretary?

There are a few restrictions to be aware of when choosing a company secretary. You cannot appoint any person who is:

• under the age of 16 years
• an undischarged bankrupt, unless they have permission from the court
• a disqualified director
• the company auditor

Whilst secretaries of private companies do not require any particular experience or qualifications, different rules apply to public limited companies (PLCs).

In accordance with the Companies Act 2006 (section 273), the secretary of a PLC must have one or more of the following qualifications:

1. has held the office of secretary of a PLC for at least three of the five years immediately prior to their appointment as secretary
2. is a member of any of the following bodies – the Institute of Chartered Accountants in England and Wales; the Institute of Chartered Accountants of Scotland; Association of Chartered Certified Accountants; the Institute of Chartered Accountants in Ireland; the Institute of Chartered Secretaries and Administrators; the Chartered Institute of Management Accountants; or the Chartered Institute of Public Finance and Accounting
3. is a barrister, advocate, or solicitor called or admitted in any part of the United Kingdom
4. is a person who, by virtue of their holding or having held any other position or there being a member of any other body, appears to the directors to be capable of discharging the functions of secretary of the company

If you wish to impose similar criteria on the company secretary in your private firm, you should include such provisions in your articles of association. This will minimise the risk of directors appointing unsuitable persons to the role.

How to appoint a company secretary

You can appoint one or more company secretaries during or after incorporation, provided any such decision is in line with your company’s articles.

To add a secretary during the company formation process, you will be asked to provide the following information about the person:

• Title
• Full forename(s) and surname
• Service address (aka ‘correspondence address’)

To appoint a corporate body (a ‘corporate secretary’), rather than an individual person, you must provide the following details about that firm:

• Name of corporate body/firm
• Registered or principal address
• (UK-registered  limited company) Registration number
• (Other form of corporate body) Legal form, governing law, where the firm is registered, and registration number (if applicable)

If you wish to appoint a secretary at any time after incorporation, you can do so in the following ways.

1. Using 1st Formations Online Company Manager

If you formed your company through 1st Formations, you will already have access to our free Online Company Manager facility. You can use this to appoint a company secretary via your Customer Dashboard. To do so, simply follow these steps:

1. Log in to your client account with your username and password
2. Select ‘My Companies’
3. Click on your company name
4. Select ‘Add New Officer’
5. Confirm that ‘this is an official appointment at Companies House’
6. Select  ‘Add New Officer’ again
7. Tick the ‘Secretary’ box, then enter their title, full name, date of birth, residential address, service address and forwarding address, and the date on which they were appointed
8. Select ‘Save’

The appointment request will be sent to Companies House immediately. Processing and approval can take up to two working days, but it’s usually much quicker than that.

Companies House will add the new secretary’s details to the public register as soon as they approve the appointment. You must also be sure to update your company’s statutory register of secretaries accordingly.

If you didn’t form your company with us

If you didn’t form a company through 1st Formations, you can still use our Online Company Manager. Simply create a free account and import your existing company onto our system.

When your account has been set up, you will be able to:

• appoint a new company secretary online
• appoint and remove directors
• report changes to Companies House
• view your company details at any time, including the authentication code, SIC codes, filing dates, certificate of incorporation, and all past appointments and filings
• prepare and file your confirmation statements online

2. Directly at Companies House

There is no simpler way to appoint a company secretary than using our Online Company Manager. However, if you’d rather, you can notify Companies House using their WebFiling service or by downloading and filing form AP03 by post.

How do I change a secretary’s details at Companies House?

Whether you need to change the registered details of an existing company secretary or terminate their appointment, you must tell Companies House within 14 days. Both processes are pretty straightforward.

To change the name or service address of a secretary, use 1st Formations’ free Online Company Manager. Alternatively, complete form CH03 via Companies House WebFiling or by post

To terminate the appointment of an existing secretary, use our free Online Company Manager. Alternatively, file form TM02 via Companies House WebFiling or by post.

1st Formations’ Full Company Secretary Service

Hiring a company secretary isn’t always an option for startups and small companies on a tight budget. But that doesn’t mean you have to continue shouldering the burden all by yourself.

Our Full Company Secretary Service offers a solution, helping you to minimise your workload and ensure that your company is always compliant – but without the cost and rigmarole associated with employing someone to fill the role.

With this service, you will benefit from:

• A dedicated account manager (who is a qualified company secretary or legal executive) on hand to answer your questions and process your instructions
• Preparation and filing of your annual confirmation statement, including the Companies House filing fee
• Preparation and maintenance of your company registers, including the Register of Members as required by the Companies Act 2006
• Up to 15 free changes to your company per year, including director and company secretary appointments, share transfers, and share allotments
• Dormant company service, including the submission of your dormant company accounts to Companies House if your company is dormant
• Monthly guidance notes written by a solicitor, on common processes and issues company owners need to be aware of

Our Full Company Secretary Service is available for just £149.99 (+ VAT) per year, this professional service is invaluable to company directors and shareholders. It provides peace of mind that important duties are being carried out effectively, ensuring company registers are kept up to date, and your company remains compliant all year round.

Thanks for reading

So, there you have it…how to appoint a company secretary, who you can and cannot put in this role, and the reasons why having a secretary could be of benefit to you and your limited company.

We hope you have found the post helpful. If you have any questions about this topic – or limited companies in general – please leave a comment below or contact our company formation team directly.