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Who is a Nominee Secretary?

A nominee secretary is an individual/company who/which will be named as the secretary of a company. Private Limited businesses are not required to have a Company Secretary, however, it is discretionary for a private limited company to hire one. With a nominee service, the business can safeguard its particulars and ensure privacy. A nominee secretary won’t get involved in the working of the business and will be on the Companies House records in name only. If the business requires any official papers to be signed by the Nominee, extra charges will be applicable. Nominee secretary service is effective for a 12 month time-period, and needs to be renewed post the laps of this time-period.

Nominee Secretary Services for a UK Limited Company - Advantages

Advantage of appointing a Nominee Secretary

Each business in the United Kingdom ideally must have at least one director and a secretary. Nominee secretary service is advantageous for those who do not have sufficient knowledge with regards to the administration of a company. If directors of a private company are situated in another country than the United Kingdom, it may be advantageous for such a company to appoint a signatory in the home country, with the Nominee secretary substituting in this role. In contrast to a private limited company, a limited company secretary is responsible, by company law, for the legal listing along with making sure that annual accounts and reports are prepared in a timely manner and the statement of accounts are filed with Her Majesty's Revenue and Customs (HMRC) and Companies House. A Nominee Secretary can be used for incorporating a company by submitting the company information with the authority. The Nominee will be employed upon incorporation and then the Nominee’s name will appear on the company formation documents under the secretary information head.

Below mentioned are a few advantages of appointing a self-regulated third party as a secretary:

  • Appointing a dedicated nominee secretary make certain that the business has access to correct and up to date data relating to matters of company law
  • A dedicated secretary has the required skills and knowledge to perform the required tasks. The Companies Act 2006 has undergone major amendments to the previous legislation, and this will take ample time for business owners to thoroughly interpret and then put it to use
  • A specialised nominee secretary will make sure that directors of the company are, at all times, properly directed
  • An self-governing secretary provides support to the directors, thereby, leaving them free to focus on working towards maximising the top-line

Why Nominee Secretary Service?

There are numerous reasons why businesses aim to have a nominee secretary, and one of them being that the business does not have adequate employees to be put forward for the position. Additionally, if the business clients are situated outside the United Kingdom, they might require a co-signer who is based in England, Northern Ireland, Scotland, and Wales, and in such cases it is usually a Nominee secretary. According to company law, a secretary is accountable for taking care of statutory records and ensuring that all reports and accounts are filed with the establishments on time. Additionally, they are accountable for conferences and dispute resolutions. A company/individual appointed as a Nominee Secretary can manage such matters on behalf of the business, enabling the business owner to focus on core business activities. It is specifically useful for sole traders who decide on registering as a limited company through a Nominee secretary service.

Prior to 6-Apr-2008, it was mandatory for all businesses, public limited company or private, to appoint a company secretary. Since, there was no defined explanation of a company secretary many small private businesses used to fill the post by giving it to either of the directors. However, nowadays, it is not imperative to register an individual with Companies House as secretary.

DNS Accountants offers various packages and each package comes with a variety of services, comprising opening of a business bank account, keeping statutory records, ensure that mandatory data is filed with the establishments and facilitating smooth administration of the business. DNS has numerous years' of familiarity in setting up a company through its nominee secretary service. According to the Companies Act, when a business does not have a secretary nor an assistant or deputy, all the duties that were to be performed by a secretary are shifted to someone certified by the board of directors. Apart from the defined duties of a company secretary, there are other duties often added to the designation. These duties include maintaining insurance cover, pension’s administration, property management, the operation of share and other enticement schemes. Additionally, the secretary is present at all board meetings and is answerable to board of directors.

The nominee secretary and registers of directors record the individual details of the office holders and replicate the data filed at Companies House. Also, a secretary is usually responsible for making certain the company's name and other particulars are correctly updated in the annual accounts and filing statements. Furthermore, the secretary will manage the communication with shareholders. Other communication include sending the annual accounts and confirmation statement each year, and organising shareholders meetings (these meetings are generally referred to as AGM – annual general meeting). Earlier, for the completion of formal documents, such as mortgage documents or property deeds, the signatures of a secretary, or one director or two directors was mandatory. However, since Apr-2008, any corporation, public or private, can execute a document in either of the following ways:

  • By getting the documents signed by a single director, countersigned by a witness (it is not imperative for a witness to be a director nor he/she is required to be related to the business in any way)
  • By putting the company's common seal on the document, witnessed by a secretary, a director, or by two directors
  • By getting the documents signed by two directors
  • By getting the documents signed by a secretary and a director

It must be noted that, though getting the documents signed by one director might seem convenient administratively, however, it leaves the business vulnerable as only one individual will be involved in the major decision making process. Getting it signed by two individuals is a better approach! A company secretary might not be a director, however, is often liable for duties in the similar manner as board members of the company.

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