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Role And Duties of a Company Secretary

Must all companies have a secretary?
Yes. It should be noted that a sole director cannot also be the secretary. However from 6 April 2008 private companies will not have to have a company secretary.

What qualifications does a company secretary need?
For a private limited company, no qualifications are needed but for a public limited company the secretary needs to be qualified.

What are the duties of a company secretary?
These are not laid down by statute but would normally be in the employment contract of the secretary.

Does the company secretary have any liability or special duties?
The responsibility on a company secretary is far less than that of a director. However, they can be criminally liable for defaults committed by the company such as a 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 secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made.

What are the other duties of the company secretary?
The company secretary usually undertakes the following duties:

1. Maintaining the statutory registers including the register of members, register of directors and secretaries, register of directors' interests, register of charges and for public companies the register of interests in shares
2. Prompt filing of statutory returns in the correct format and at the correct time.
3. Providing members and auditors with notice of meetings. 21 days written notice of an annual general meeting is required and 14 days written notice of a meeting which is neither an annual general meeting or a meeting to pass a special resolution. If you are the secretary of an unlimited company, the written notice required is 7 days.
4. Sending copies of special and extraordinary resolutions, within 15 days of them being passed to the Registrar.
5. Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings. You must send accounts at least 21 days before a meeting at which they are to be laid.
6. Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.
7. Ensuring that people entitled to do so, can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.
8. Custody and use of the company seal. Companies no longer need to have a company seal but if they do, the secretary is usually responsible for its custody and use.

Does a company secretary have any powers?
No, but the Act allows them to sign the following re-registration applications…

• the re-registration of a limited company as unlimited;
• the re-registration of an unlimited company as limited;
• the re-registration of a public company as a private company;
• the re-registration of a private company as a public company.

The secretary is also allowed to sign most of the forms prescribed under the Companies Act.

What rights does a company secretary have?
They depend on the terms of his or her contract with the company. The secretary has no special rights under the Act.

Source: Companies House

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