The Company Merchant Limited

Private companies are no longer required to have a company secretary, although they may continue to have one if they wish. You must give notice of the appointment, resignation or changes of any particulars of a company secretary to the Registrar of Companies.

In the case of a company without a secretary anything required or authorised to be done by or to the secretary may be done by a director.

Register

A register containing the secretary’s name and address must be kept at the company’s registered office.

Duties

The company secretary should maintain the company’s statutory books:

Register of members
Register of directors and secretary
Register of application and allotments and return of allotments
Registers of transfer of shares, debenture holders, and charges
Register of material share interests

The company secretary should keep the company seal, share certificates, letters of allotment, the Memorandum and Articles of Association, and the Certificate of Incorporation. He or she should also arrange and provide notice for company meetings, the Annual General Meeting, and directors’ meetings.

The company secretary, as an officer of the company, is liable, together with the directors, for default fines and other penalties provided by the Companies Act.

Contractual liability

Where the company secretary enters into a contract on behalf of the company, he or she should make it clear that he or she does so as the company’s agent, thereby avoiding personal liability.

Do call us if you would like further help or advice on this subject.

Whilst the above information is provided in the utmost good faith and is believed to be correct at the time of publication, reliance on this information is done so at your own risk and neither Smith Emmerson nor The Company Merchant Limited can take responsibility for any consequence arising from the advice given.