A limited company's articles of association may necessitate the appointment of a company secretary. If the company's directors do not believe this is in the company's best interests, they may seek to have this provision removed at any time by passing a special resolution of the company's shareholders.
On the other hand, the criteria for public corporations are different, as stated in section 271 of the CA 2006: A secretary is required for a public business.
So, what does a company secretary do and do you need one? Keep reading on to find out.
What is a Company Secretary?
A corporate secretary is in charge of ensuring that the firm runs smoothly. They are generally in charge of the following major areas; Compliance with corporate governance and other financial and legal laws; administration and transmission of shareholder information; and, on occasion, strategic guidance to the company's board of directors.
These critical tasks must be fulfilled even if the firm does not have a corporate secretary.
Section 270 of the Companies Act 2006 stipulates that if the business does not have a company secretary, certain key administrative and compliance duties fall to a director or an authorised person that fits in the same level as a director.
As a result, many private firms hire a company secretary to help with administrative and corporate governance tasks that would otherwise fall to the board of directors.
Core Duties of Company Secretary
While company secretary tasks are not defined by law, they often perform the following critical roles within the company;
·Completing and filing the annual confirmation statement, as well as other statutory returns such as annual accounts, directors' reports, and auditors' reports, if needed.
·The upkeep of a company's statutory books and records. This is a time-consuming process that is sometimes ignored. Failure to maintain the statutory registers up to date, on the other hand, might result in a penalty of up to £5,000.
·The corporate secretary is usually in charge of organising board meetings, including preparing the agenda, distributing supporting materials and notices, and generating meeting minutes. They guarantee that board meetings, including annual general meetings, are conducted in accordance with any regulatory obligations.
·Any major changes to the company's share capital or administration, including appointments, and resignations, as well as changes to directors' addresses and other data, must be reported to Companies House by the company secretary.