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how to guide by Tom Fogg | February 2000

How To Be A Company Secretary - Part 1

The directors of public and private limited companies are legally required to appoint a company secretary. The company secretary acts as the company's chief administrative officer and is responsible for a broad range of corporate governance duties answerable to Companies House. The position must not be taken lightly for obvious reasons; any default by the company can lead to civil charges being brought against the directors and the company secretary. Equally, any breach of trust or duty by the company secretary can be severely penalised by Companies House - particularly in relation to the company's assets where the penalties can be very severe indeed. Companies House is especially strict concerning the timing of filing of company accounts and will impose standard fines automatically if deadlines are not met. Don't let these penalties deter you though; if you abide by the rules set out very clearly by Companies House, with the correct attitude you should have little cause for concern.

In addition to complying with the requirements of company law the company secretary needs to adhere to and have an ever increasing understanding of UK and EU legislation concerning the administration and running of a business.

What we aim to do in this guide is to give you a basic understanding of a company secretary's duties and what those duties entail throughout the year. Below is a brief list of the secretary's main roles and on the following page is a breakdown of those roles in more detail. Don't be put-off if some of the terms appear a little foreign: over the next few weeks I'll be looking at each area in more depth with clear, jargon-free explanations.

Remember, this is just a guide. If you do not feel entirely confidant with the role or if you encounter any serious problems we strongly advise you to seek the professional help of a chartered secretary or solicitor.

List of Standard Duties:

  • Administration of personnel matters
  • Employment legislation compliance
  • Accounting & finance duties
  • Insurance & intellectual property rights (patents, trade marks etc.)

Obviously duties will vary from company to company but the secretary will always have ostensible authority to bind the company in contracts relating to the company's administration just like a director.

Breakdown of Roles and Responsibilities

Duty Description
Compliance with internal
regulations and legislation
Checking that the company complies with:
  • Memorandum & Articles of Association
    and that these are up to date.
  • The Companies Act 1985
  • companies & other legislation.
Maintenance of records Keeping the company's statutory books and records,
including registers of:
  • mortgages & charges
  • directors and secretary
  • director's interests (copies of director's
    service contracts & disposable incomes)
  • members
  • debenture holders.
Administration of board
& general meetings
Procedural compliance & Administration in:
  • preparing and sending out notices
  • taking minutes and keeping the minute books
Filing forms etc. at
Companies House
This must be done in the time limits given.
Of particular importance is the filing of company
accounts and returns, together with notices of
changes to registers, etc.
Collation of duties and
compliance with legislation
Ensuring that the company's accounting records are:
  • maintained in accordance with company
  • prepared in time
  • in the form required by company law
    & accounting standards
  • copies of accounts are distributed to the
    appropriate persons within the correct time constraints
  • circulars
  • dividends
  • documentation concerning shares generally
    (e.g. share transfers)
  • notices of meetings
Access to records Ensuring that eligible persons can review
company records & that the company is
compliant with the Data Protection Act
Legal advice Advising directors on their legal responsibilities
and updating them on developments in the law
concerning the running of companies
Share administration Managing and supervising:
  • the register of members
  • share transfer matters generally
  • requests for information from shareholders
  • issue of share and debenture certificates
  • the notice of allotments and restructuring to
    Companies House
  • employee share schemes/options
Information link Maintaining communication links between:
  • directors and non-executive directors
  • shareholders and the board
  • employees and the board
  • media/press and the company
Running the
registered office
Administering the registered office:
  • dealing with correspondence
  • receipt and care of official documents
  • making documents required by law
    available for inspection by third parties
Security of
Managing the security of:
  • company seal
  • Certificate of Incorporation
  • certificate(s) on change of name
  • Memorandum & Articles of Association
    director's service contracts
  • share certificates and stock transfer forms
  • other documents of title

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