Company secretaries play a vital role in ensuring good governance and legal compliance, making them indispensable for any business. While directors and shareholders have clear and familiar roles, the company secretary’s duties aren’t as well-known.
So, what do company secretaries do in practical terms?
Their job description includes a range of responsibilities that are essential for the smooth running of a company. They manage legal documents, ensure compliance with data protection laws, and organize board meetings. For a public company, they provide company secretarial services that uphold corporate governance standards and maintain the registered office. By handling these critical tasks, company secretaries enable directors to focus on strategic decision-making, ensuring the company remains on the right side of the law and best practices.
Core duties of a company secretary
These duties form the backbone of a company secretary’s role. They ensure a company remains compliant with its legal obligations, which is crucial for maintaining its good standing and reputation.
Let’s analyse what do company secretaries do by deep diving into their duties.
1. Filing confirmation statements and annual returns
This might seem like just another admin task. But it’s these regular filings with Companies House that keeps the public record of your company accurate and up-to-date, a small detail with significant legal requirements.
2. Maintaining statutory books
It is crucial to accurately maintain a company’s statutory registers, which serve as the official record of key company information like directors’ details, shareholder information, and issued share capital. Any discrepancies in these records could have serious consequences for a company.
This means taking meticulous care in maintaining these vital documents is paramount, a task usually falling to the company secretary.
3. Organising directors’ and shareholders’ meetings
Exploring what do company secretaires do further: A well-organised company operates like a well-oiled machine, with decisions being made effectively and transparently. Crucial to this are directors’ board meetings and shareholders’ annual general meetings (AGMs), which the company secretary typically arranges.
It isn’t simply about sending out meeting invites but involves composing agendas that cover key business matters, advising directors, circulating relevant supporting documents, ensuring meetings comply with relevant regulations, and, crucially, taking and producing minutes of the meeting.
4. Advising companies house of changes
Companies, much like living organisms, are dynamic and constantly evolving. From appointing a new director to changes in share capital or registered address, these events must be communicated promptly to Companies House.
Failing to do so could result in penalties and even legal challenges. That’s where the company secretary steps in, acting as the crucial link between your company and Companies House, making sure your company remains on the right side of the law and any significant changes are officially documented and provide legal advice when required. They use the correct forms and procedures, ensuring a smooth and timely update process.
5. Ensuring compliance with legal, financial, and statutory regulations
Another key aspect addressing the question of what do company secretaries do – As the business world is constantly changing, what seemed like a minor detail a year ago could be a significant compliance issue today. Having someone constantly on top of legal, financial, and statutory obligations is non-negotiable.
The company secretary keeps their finger on the pulse, ensuring the business operates within the bounds of the law, constantly tracking changes in regulations, share schemes in helping maximise tax returns while staying on the right side of the law, and updating internal policies and procedures to reflect these updates. They ensure your company’s legal foundations are strong and the company complies to all laws and regulations, so you can focus on building your business with peace of mind.
What qualifications do company secretaries need?
While private companies don’t legally require their company secretaries to hold formal qualifications, opting for someone who possesses the right knowledge and expertise in UK company law and best practices in corporate governance makes a significant difference. Public companies must meet more stringent requirements, typically holding a relevant professional qualification.
Some of the widely recognised routes include becoming a chartered secretary with the Chartered Governance Institute UK & Ireland or holding chartered accountancy, management accountancy, or legal qualifications. For example, an aspiring company secretary might decide to complete the Chartered Governance Qualifying Programme or even opt for validated postgraduate courses in relevant disciplines.
Career paths in company secretarial work
For anyone passionate about corporate governance, becoming a company secretary offers a variety of career paths. You can climb the corporate ladder within a company, becoming a vital part of its strategic decision-making. Or, with enough experience under your belt, offer your services as a freelance consultant or contractor, serving multiple clients.
How to find the right company secretary
Appointing a company secretary is a significant decision, one that shouldn’t be taken lightly. The route you choose often depends on your specific needs. For smaller companies or start-ups, outsourcing to a dedicated service provider might make the most sense. You gain access to specialised expertise without the overhead of a full-time employee.
Larger limited companies might find it more beneficial to hire an in-house professional rather than going for external company secretarial services. They might need people who can fully immerse themselves in the company’s operations and provide tailored advice. CGI – Jobs in Governance, The Law Society Gazette, Local Government Jobs, and Third Sector Jobs regularly advertise company secretarial jobs.
Working with a specialised recruitment agency can connect you with the right candidate who can successfully navigate the demands of this important role. Consider qualifications from the Chartered Governance Institute, especially as chartered secretaries possess in-depth knowledge of company law and corporate governance, making them well-equipped for the role.
Is a company secretary required for private companies?
While UK law no longer mandates appointing a company secretary for private companies (unless explicitly stated in their articles of association), consider the implications of handling their diverse responsibilities. Company directors often find themselves shouldering additional tasks, taking precious time away from core business functions.
Having a dedicated company secretary, whether in-house or outsourced, frees up valuable management time and can often prove invaluable. The choice, ultimately, boils down to what works best for each individual business. But when weighing costs against the potential benefits of a smoother, more compliant, and professionally managed operation, bringing in a company secretary could well prove to be a valuable investment.
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Conclusion
In summary, what do company secretaries do? They perform a range of crucial tasks that ensure the smooth operation and legal compliance of a business. From managing legal documents and data protection to organizing board meetings and overseeing office management, their role is multifaceted and indispensable. They also handle important details like maintaining the registered office address and administering the company’s pension scheme.
Ultimately, what do company secretaries do for your business? They provide essential support that allows directors to focus on strategic growth while ensuring the company adheres to regulatory requirements and best practices. Their expertise in office management and corporate governance is vital for the stability and success of any business, making the company secretary a key asset to any organization.
Now, we’ve covered the topic of ‘what do company secretaries do’. In today’s corporate climate, company secretaries are increasingly seen as critical to good governance and compliance, writes solicitor Nathan Samuel of law firm Brabners LLP. Understanding their responsibilities, from ensuring compliance and record keeping to their involvement in AGMs, will equip you to build a robust framework that fosters sustainable growth, ensuring your company thrives in an increasingly complex business landscape.
FAQs About What Do Company Secretaries Do?
How Do You Appoint a Company Secretary?
This is usually decided at a board meeting. You need to get written consent from the individual to act as company secretary and let Companies House know using Form AP03.
You make the filings using Form CH03 (or CH04 if the secretary is itself a company). The company or its officers can be fined if you don’t make the necessary filings.
What Are the Key Duties and Responsibilities of a Company Secretary?
Although the Companies Act 2006 does not specifically set out their duties or responsibilities, many are implied by the fact that a company secretary is an officer of a company. They are, therefore, liable to prosecution for failure to comply with certain statutory requirements.
Is It Possible to Become a Company Secretary Through an Apprenticeship Scheme?
It’s possible to enter this career by completing an apprenticeship scheme, such as the trainee-internships jobs advertised by the Chartered Governance Institute UK and Ireland.
Are there Specialist Recruitment Agencies for Company Secretaries?
Vacancies are handled by specialist recruitment agencies, such as DMJ Recruitment.
