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The company secretary may also undertake the following duties:
Maintaining the statutory registers. These are:
- The register of members.
- The register of directors and secretaries.
- The register of directors' interests.
- The register of charges.
- For public companies only, the register of interests in shares.
Ensuring that statutory forms are filed promptly.
This will include Companies House forms 288a (appointing an officer), 288b (resigning an officer) and 287 (changing the registered office). The annual return is normally completed by the company secretary as well. Changes of directors' and secretaries' details must be notified within 14 days. This is just an example of the forms that may need to be filed as there are many other forms that need to be delivered to the
Registrar.
Providing members and auditors with notice of meetings.
You must give them 21 days written notice of an annual general meeting. You must give them 14 days written notice of a meeting which is neither an annual general meeting or
a meeting to pass a special resolution. If you are the secretary of an unlimited company, the written notice required is 7 days.
Sending the Registrar copies of resolutions and agreements.
You must send the Registrar copies of every resolution or agreement to which section 380 applies, for example special and extraordinary resolutions, within 15 days of them being passed.
Supplying a copy of the accounts to every member of the company
Every debenture holder and every person who is entitled to receive notice of general meetings. You must send accounts at least 21 days before a meeting at which they are
to be laid.
Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.
Ensuring that people entitled to do so, can inspect company records. For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect
the minutes of its general meetings and to have copies of these minutes.
Custody and use of the company seal. Companies no longer need to have a company seal but if they do, the secretary is usually responsible for its custody and use.
Complimentary duties
Particularly in small companies, the company secretary is often expected to take on other duties as well. At all times, the company secretary's principal responsibility is to
the directors. It may make sense for the company secretary to take on other administrative responsibilities.
For example:
- PAYE and payroll.
- VAT registration.
- Insurance and pensions.
- Managing the company's premises and facilities.
Company secretaries are often asked to take on responsibility for legal matters in general.
For example:
- Ensuring compliance with legislation.
- Ensuring compliance with the Memorandum & Articles of Association.
- Signing leases,
bank account mandates,
and other documents.
Does a company secretary have any powers?
No, but the Companies Act allows them to sign re-registration applications, for example the re-registration of a limited company as unlimited. The secretary is also allowed to sign most of the forms prescribed under the Companies Act.
What rights does a company secretary have?
Under the Companies Act a company secretary has no specific rights. However,
a contract of employment may include many rights.
Can a company secretary be liable for anything?
In practice, it is the qualified company secretaries, employed by public companies, with employment contracts which spell out all the responsibilities, who are most likely to be prosecuted for any serious wrongdoing. An unqualified company secretary, employed by a small private company, is unlikely to be prosecuted unless he or she is knowingly involved in serious wrongdoing. In any company, it is the company's directors who have primary legal responsibility. Directors and company secretaries could be held jointly liable for failures to meet the provisions of the Companies Act (except for filing company accounts, for which directors alone are responsible).
You could incur fines or even criminal charges for failure to file the Annual Return. You could, potentially, be disqualified, prosecuted or made liable for company debts if the law is broken. You could be subject to criminal proceedings, if the company trades fraudulently, or if company funds are misappropriated. If you are also a director, you could be held personally liable for the company's debts, if there has been wrongful trading. Failure to ensure that the directors are acting properly in the conduct of the business could leave you with personal responsibility for its debts.
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