If we talk about previous time, Company secretary were performing one of the important duties in a limited company and it was mandatory for every limited company to appoint a company secretary and at least one director.
As per law before April 2008, a company secretary can also be a serving directory of a limited company but in such cases, company had to appoint minimum of 2 directors. Usually, family member or partner would have been appointed as company secretary. Company secretary was appointed to perform specific administrative duties in some of the cases whereas in most of the smaller companies, company secretary was appointed purely to fulfil the mandatory requirement.
The role of company secretary had not only given importance in large companies but in companies of all sizes. Many duties were performed by a company secretary including –
- Maintaining of company books & records
- Liaising with the company accountant
- Dealing with companies house & HMRC
- Change in law after April 2008
- Appointing a Company Secretary
- Things need to be considered while appointing a Company Secretary
- Dealing with companies house – Change in company secretary details
- Persons cannot be appointed as Company Secretary
- Delegating work to a third party
Change in law after April 2008
As per changes in law after April 2008, a sole director can run a limited company with no need of appointing any other officer at all (In case company director is a natural person not a company).
The main aim of doing such changes via Companies act 2006 was to reduce the administrative burden on smaller businesses. As per the change, there is no need for your limited company to amend articles of association unless need for appointing a secretary arises.
Also See: Setting Up a Limited Company in The UK
Appointing a Company Secretary
Usually, a company secretary is appointed by the directors of the company. As per change in the rules, it is now not mandatory to appoint a company secretary while incorporating a UK limited company. In case you didn’t choose to appoint company secretary while incorporation, you can still appoint company secretary at a later stage (If required).
A company secretary can be a physical person or a corporate entity. You need to be cautious while appointing a company secretary as there are varieties of forms available in different processes. Therefore, selecting an appropriate form & submitting it to Companies house for the appointment of new company secretary is not an easy task. There are 2 different forms available for appointment of a person or a corporate entity as company secretary. You need to understand this difference at the time of appointing a new company secretary – In case you are appointing a person as your company secretary, you need to file AP03 form whereas AP04 form is filed at the time of appointing corporate entity as your new company secretary. It is the responsibility of the director to update company’s statutory books after appointment of a new company secretary.
Things need to be considered while appointing a Company Secretary
- Appointment of company secretary is mostly done is public companies and they are mainly not required in private companies.
- Appointment of company secretary is basically done as a chief administrative officer who takes care of many responsibilities with the directors of the company.
- A new company secretary is automatically appointed at the time of submitting application for new company registration.
- No need of any formal qualifications to act as company secretary in a private company. Requirements are more rigid in case of public companies.
- There are various requirements and around 150 offences under the companies act. Hence, you must have good understanding about your obligations as an officer of public or a private company.
- Company secretary is also a director in some of the small private companies.
- Company secretaries can also be prosecuted after failing in their duties like the directors of the company.
Dealing with Companies house – Change in Company Secretary details
In case you are appointing, removing or doing any modification in company secretary details, it is mandatory for you to report these changes to Companies house, the registrar of companies in UK. Few of the important forms which are commonly used are as follows –
- Form AP03 – Appointment of person as company secretary
- Form AP04 – Appointment of corporate entity as company secretary
- Form TM02 – Removal of company secretary
- Form CH03 – Any modification in name/address/other changes of company secretary
You can easily submit all these forms online via web filling service at Companies house.
Persons cannot be appointed as Company Secretary
Few people who cannot be appointed as company secretary are as follows –
- Auditor of the company
- Un-discharged bankrupts (unless court leave is given)
Delegating work to a third party
Checking and signing of paperwork remains the responsibility of company secretary. A company secretary may delegate work to the following third parties –
- Company’s accountant (But not auditor)
- Professional chartered secretary
- A solicitor
- Any provider of company administrative services
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