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Company Secretary FAQ’s & Links

What is the difference between Registered Office and Directors Service Address?

The registered office must be based in England, Scotland, Northern Ireland or Wales. The service address can be the registered office or any other address globally.

Will my residential address be displayed publicly?

All Directors must provide a Service Address to Companies House.  The Service Address is kept on the public records, so can be viewed by anyone wishing to see it.  However, company directors can choose to list a Service Address for public display which is a different address to their residential address.  Only the Director’s service address will be made public and their residential address will be kept off the public register it only be available to law enforcement or licensed credit reference agencies.  This is easy to do when using a Directors Service Address package such as the one we offer.  This can be changed or removed at a later stage if required.

What are the Directors responsibilities?

All Directors have a personal responsibility to ensure the Company is managed within the law, including implementing the Companies Act 2006.  Directors are required to deliver statutory documents to Companies House.  Changes to the Directors, share capital and addresses must be filed at each occurrence.  Annually the Directors must file the accounts /financial statements and the confirmation statement. This is easy to do when using our Company Secretarial and accounting packages.

Why should you update your articles of association?

To simplify them and make them easier for Directors and Shareholders to understand.  Remove an objects clause, these restrict the Companies activities and are no longer required.  To remove references to the authorised share capital of the Company, meaning the Company can simply increase its share capital by issuing new shares and not have an upper limit.  Private limited companies no longer need to hold an annual general meeting, to recognise “electronic communication” and to introduce the procedure of approval via written resolution.

What does a Company Secretary do?

The role of the Company Secretary is to take on some of the Director’s tasks, these may include:

 

  • Maintaining statutory books and legal records;
  • Filings at Companies House and HMRC;
  • Organising, preparing agendas for and taking minutes of Board meetings and Shareholder meetings including (AGMs); attendance at any Sub-Committees and the taking of minutes;
  • Contributing to meeting discussions as and when required, and advising the Directors of the legal, governance aspects of running the Company;
  • Dealing with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant Company stakeholders and executive teams
  • Liaising with external regulators and advisers;
  • Monitoring changes in legislation and best practice and suggesting appropriate action;
  • Developing and overseeing systems that ensure the Company complies with its legal and statutory requirements;
  • Overseeing compliance of the Companies Risk Register;
Should I appoint a Company Secretary?

All public limited companies (plc’s) require a company secretary, but for private limited companies, it is optional.  A Company Secretary can help you to manage the workload. If you are finding it difficult to meet deadlines and keep track of paperwork and report back to Companies House, it may be a good idea to appoint one.

Who qualifies to be a Company Secretary?

According to the Companies Act, the Company Secretary must have “the requisite knowledge and experience to discharge the functions of Secretary of the Company”.

Natural vs Corporate Secretaries

A natural Secretary is a real person, while a Corporate Secretary is a registered company. It is very common to appoint a specialist firm as Corporate Secretary.

Who you can’t appoint as Company Secretary?

You cannot appoint an undischarged bankrupt, a disqualified Director, the company auditor, the sole Director, or anyone aged under sixteen.

Director vs Company Secretary

Both Directors and Secretaries are officers of the Company. While Directors bear the brunt of legal responsibility, Secretaries can be prosecuted or fined for failing to carry out their duties. They can also be investigated or made liable for debts if the Company breaks the law.

The Company Secretary usually maintains independence from the board. They can provide advice, but cannot vote in meetings unless they are also a Director or a Shareholder.

Can I appoint or remove a Company Secretary after formation?

Yes, you can. For appointments and for removal, the majority of Directors must agree either at a board meeting or in writing. The Secretary can also resign in writing. You will then need to submit a form to Companies House within 14 days of termination.

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