Appointing a Company Secretary: Duties, Rules and When You Need One

The Legal Position: Private Companies vs Public Companies

The key dividing line in UK company law is whether the company is private or public.

Section 270 of the Companies Act 2006 states plainly that a private company is not required to have a secretary. This has been the position since 6 April 2008 when that part of the Act came into force. If your private limited company has no secretary, any documents that would normally be sent to the secretary may be addressed to the company itself, and the duties fall to a director or someone the board authorises.

There is one exception: if your articles of association expressly require the company to have a secretary, that obligation remains in place until you amend the articles. Many companies incorporated before April 2008 used model articles that included this requirement, so it is worth checking your own articles.

Section 271 of the Companies Act 2006 draws the opposite conclusion for public companies: a public company must have a secretary. There is no discretion here. A PLC that operates without one is in breach of the Act.

Section 273 adds a further requirement for PLCs: directors must take all reasonable steps to ensure the secretary is a person who appears to them to have the requisite knowledge and experience, and who holds at least one of a list of specified qualifications.

Qualifications for a Public Company Secretary

For PLCs, section 273 of the Companies Act 2006 sets out four routes by which a person qualifies to act as company secretary.

First, the person may have held the office of secretary of a public company for at least three of the five years immediately before the appointment. Second, the person may be a member of one of several recognised professional bodies: the Institute of Chartered Accountants in England and Wales, the Institute of Chartered Accountants of Scotland, the Association of Chartered Certified Accountants, the Institute of Chartered Accountants in Ireland, the Chartered Governance Institute (formerly the Institute of Chartered Secretaries and Administrators), the Chartered Institute of Management Accountants, or the Chartered Institute of Public Finance and Accountancy. Third, the person may be a barrister, advocate or solicitor admitted in any part of the United Kingdom. Fourth, the directors may appoint someone they judge capable on the basis of any other qualification or membership they consider appropriate.

For private companies, no formal qualifications are required. The role can be held by any individual, including a director, provided they are not also the company's auditor.

Core Duties of a Company Secretary

The company secretary's duties are largely administrative and governance-focused. They do not manage the business, but they ensure the company's legal housekeeping is in order. In a small private company, a director often covers these tasks. In larger or more complex companies, they justify a dedicated appointment.

The list below covers the duties most commonly associated with the role. Note that specific duties depend on the company's size, structure and articles of association.

Who Can Be a Company Secretary and Who Cannot

For private companies, almost anyone can be appointed as company secretary. There are no qualification requirements. The secretary can be a director (though a sole director cannot also be the sole secretary), a shareholder, an employee or an external professional.

The one clear prohibition applies to all companies under section 1214 of the Companies Act 2006: the company's auditor cannot be its company secretary. This is a firm restriction intended to protect the independence of the audit.

For public companies, the qualification routes in section 273 apply as described above. Directors must satisfy themselves that the person they appoint meets at least one of those criteria.

A corporate body can also be appointed as company secretary, in which case form AP04 is used instead of AP03. Many law firms, accountancy practices and specialist company secretarial firms offer this service, acting as corporate secretary for multiple client companies.

Appointing or Removing a Company Secretary: the Process

The board passes a resolution to appoint or remove the company secretary. Once that decision is made, Companies House must be notified within 14 days.

Use the steps below to make an appointment. Removal follows the same notification logic but uses a different form.

Should You Appoint a Company Secretary? Pros and Cons

For most small private limited companies, the question is not whether you must appoint a company secretary, but whether it is worth doing so. The answer depends on the volume of governance activity, the time available to directors and the complexity of the company's shareholding.

Outsourcing to a company secretarial service is a common middle ground. A specialist firm handles all statutory filings, maintains the registers and ensures deadlines are not missed, usually for a fixed annual fee. This removes the compliance burden from directors without the cost of a full-time or part-time employee.

Conclusion

The Companies Act 2006 removed the obligation for private limited companies to have a company secretary, but it did not remove the underlying duties. Someone in the company, usually a director, still needs to maintain the statutory registers, file the confirmation statement and notify Companies House of changes on time. For simple companies with one or two directors and no outside shareholders, that is usually manageable. As a company grows, takes on investors or operates across multiple jurisdictions, dedicated secretarial support becomes a practical necessity.

Public limited companies have no choice: section 271 requires a qualified secretary. For private companies, the decision is a governance one. Appointing a company secretarial service is often the most cost-effective way to keep obligations current without pulling a director away from the business. Whatever you decide, make sure someone knows what needs to be filed and when, because Companies House late-filing penalties and struck-off notices are avoidable problems.

Frequently asked questions