Company secretary

Hasn’t that role gone? Do we need one of those?

For many companies particularly those created after April 2008, the requirement for a company secretary was removed.

However, that does not necessarily mean the functions usually associated with the role have disappeared.

What would a company secretary do?

The main functions include:

Maintaining the company’s registers

Companies are required to maintain registers in order to reflect historical decisions and maintain those registers moving forward.

The registers must maintain are:

1. Register of members – this is particularly important as entry into this register is evidence of the shareholders shareholding;
2. Register of directors;
3. Register of director’s residential addresses;
4. Register of secretaries (where relevant); and
5. Register of people with significant control (PSC)

Companies are also advised to maintain the following registers:

1. Register of applications and allotments
2. Register of transfers; and
3. Register of debenture holders

Completing and filing matters with Companies House and on occasion other regulatory bodies such as HMRC

Each year a company is required to file the annual confirmation statement and its accounts.

In addition, other filing requirements may crop up such as:

1. The company has changed its articles of association. In which the new articles and the resolution must be sent to Companies House;
2. The directors alter their details;
3. The company moves registered office;
4. New shares are issued and allotted;
5. Updating the PSC register to include changes or indeed new shareholder details.
6. If a company has employees with shares, there will usually be a requirement to file Form 42 every year, or indeed report an EMI scheme or such other matter.

Administrative duties

Typical duties would include but not be limited to:

1. Issuing new share certificates to new shareholders;
2. Setting agendas for board meetings and shareholder meetings;
3. Minute taking and production of them; and
4. Advising on compliance and regulatory matters that may apply to the company.

Why is it important?

Aside from the potential penalties from both Companies House and HMRC, there is the practical elements to consider as well.

Third parties such as lenders or trade creditors regularly utilise Companies House records to check on accounts or shareholders etc. They want to see that the internal information matches the external records. If there is any inconsistency, they will question this and it could delay for example access to that all important funding.

Further, if you have intentions to sell your company, part of the due diligence process will be to check that any changes have been correctly processed and relevant forms filed. There is nothing worse than having to add additional steps in the sale of a company to rectify the public register because forms were missed or having to provide an indemnity because registers had not been maintained from the beginning.

How can we help?

We regularly assist our clients with the maintenance of company registers and filing of various documents to ensure compliance. If you need any help, please contact us.