What is a company secretary?
There are many moving parts to running a company: serving customers, managing finances, and thinking about long-term growth. Beyond that, there’s a whole host of legal and admin responsibilities to stay on top of — from filing reports with Companies House to keeping company accounts up to date.
That’s where a company secretary can help.
A company secretary is a person or organisation appointed to support a company with its administrative, governance and compliance responsibilities.
They typically work alongside the company’s directors, helping to ensure that important records, filings and legal obligations are managed correctly.
Unlike a director, a company secretary isn't usually responsible for making strategic decisions or running the business day to day. Instead, their role is to help the company meet its statutory obligations and operate smoothly behind the scenes.
The exact responsibilities of a company secretary can vary depending on the size and complexity of the business. We'll explore the role in more detail later on.
Does your business need a company secretary?
For many small business owners, the answer is simple: probably not.
Since the introduction of the Companies Act 2006, private limited companies (Ltd) are no longer legally required to appoint a company secretary. This means that most small businesses can operate perfectly well without one, as long as they can manage their administrative and compliance responsibilities internally.
However, public limited companies (PLCs) are still required by law to appoint a company secretary.
Company secretary requirement by business type
Business type | Company secretary legally required? |
|---|
Public limited company (PLC) | |
Private limited company (Ltd) | |
| |
| |
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Even if you’re not legally required to have a company secretary, you might still choose to appoint one — especially to ease the administrative burden of running a business.
We’ll help you weigh up whether a company secretary makes sense for your business later on in this guide. But first, let’s take a closer look at what a company secretary actually does.
What does a company secretary do? Key tasks and responsibilities
At its core, the role of a company secretary is to help ensure that a company runs smoothly from an administrative and compliance perspective. Some of their most common tasks and responsibilities include:
Maintaining company records
Company secretaries help keep important company information accurate and up to date. This includes maintaining statutory registers, recording changes to directors or shareholders, updating the company's registered office address where necessary, and ensuring that key company documents are stored correctly.
Managing Companies House filings
A company secretary often takes responsibility for preparing and filing documents with Companies House. This can include submitting confirmation statements, notifying Companies House of changes to company officers or shareholdings, and ensuring that important filing deadlines are met.
Supporting compliance and governance
Company secretaries help businesses meet their legal and regulatory obligations. They monitor key deadlines, keep directors informed of their responsibilities, and help ensure that the company follows the processes required by company law and its own governing documents.
Organising meetings and documenting decisions
Company secretaries often coordinate board meetings and shareholder meetings. This can involve scheduling meetings, preparing agendas, taking minutes, recording decisions, and maintaining an accurate record of important company actions.
Acting as a link between key stakeholders
Company secretaries frequently act as a point of contact between the company, its directors, shareholders, Companies House, and other relevant parties. They help ensure that important information is communicated accurately and that company records remain aligned with any changes.
Ultimately, the role is a blend of administration, compliance, and governance. By helping to manage records, filings, and legal obligations, company secretaries allow directors to focus more of their time on running and growing the business.
Company secretary vs director: what’s the difference?
Company secretaries and directors often work closely together, but their roles are very different.
Directors are responsible for managing the company and making strategic decisions about how it operates and grows. They have overall responsibility for the company's performance and are legally required to act in its best interests.
Company secretaries focus on administration, compliance, and governance. Rather than running the business, they help ensure that the company meets its legal obligations, maintains accurate records, and follows the appropriate procedures.
Here’s a summary of the key differences between the two:
Director | Company secretary |
|---|
Leads and manages the company | Supports the company from an administrative and compliance perspective |
Makes strategic and operational decisions | Helps ensure decisions are properly documented and implemented |
Responsible for the company's performance and direction | Responsible for supporting governance and statutory compliance |
Legally required for limited companies | Usually optional for private limited companies |
Owes legal duties to the company | Helps the company meet its legal and regulatory obligations |
Good to know: Appointing a company secretary doesn’t remove responsibility from the directors. Even if a company secretary manages filings, records, and compliance tasks, the company's directors remain ultimately responsible for ensuring the business meets its legal obligations.
When does it make sense to appoint a company secretary?
As we've covered, most private limited companies aren't legally required to appoint a company secretary. The question is whether having one would make managing your business easier.
For some businesses, appointing a company secretary may add little value. For others, it can provide useful support and help reduce the administrative burden on directors.
You may not need a company secretary if:
You run a small company with a simple ownership structure
You're comfortable managing Companies House filings and record-keeping yourself
Your business has only one director and few compliance requirements
You already work with an accountant or another adviser who helps with administrative tasks
You may benefit from appointing a company secretary if:
Your company has multiple directors or shareholders
You find it difficult to keep track of filing deadlines and compliance requirements
Your business is growing and becoming more complex
You regularly make changes to directors, shareholders, or company information
You want additional support with governance and administrative responsibilities
You'd prefer to spend less time on paperwork and more time running the business
If most of what's appealing here is the administrative side — deadline tracking, filings, keeping records current — a tool like Tide's can cover a lot of that ground without appointing a separate officer.
Ultimately, the decision comes down to how much administrative support your business needs. If you're confident managing compliance responsibilities yourself, a company secretary may not be necessary.
However, if keeping on top of company administration is becoming time-consuming or complex, appointing one could be a worthwhile investment.
Good to know: Appointing a company secretary doesn't necessarily mean hiring a new member of staff. Many small businesses either appoint an existing director or employee, or outsource company secretarial responsibilities to an accountant, solicitor, or specialist service provider.
Who can become a company secretary?
In most cases, a company secretary can be either an individual or another organisation that provides company secretarial services.
For private limited companies, there are generally no formal qualification requirements. This means that a director, employee, accountant, solicitor, or external service provider could potentially act as the company's secretary, provided they have the necessary knowledge and skills to carry out the role effectively.
Public limited companies (PLCs) face stricter requirements. A PLC secretary is typically expected to have the qualifications, experience, or professional background needed to fulfil the responsibilities of the role.
Before appointing a company secretary, it's worth considering whether the individual or organisation has a good understanding of company administration, compliance requirements and Companies House obligations.
Can a director also act as a company secretary?
Yes. In many private limited companies, a director can also act as the company secretary.
This can be a practical option for smaller businesses that want the benefits of having a company secretary without appointing an additional person. For example, a sole director may choose to take on company secretarial responsibilities themselves.
However, it's important to remember that the responsibilities of a director and a company secretary are distinct. Even when one person performs both roles, they must still ensure that all relevant administrative, governance, and compliance obligations are met.
Good to know: A public limited company (PLC) must have both a director and a company secretary. The same person cannot perform both roles on their own.
How to appoint a company secretary
If you've decided that a company secretary could benefit your business, the next question is: How do you go about appointing one?
The exact process will vary depending on your company structure, but you’ll generally need to go through the following steps.
Step 1: Choose your approach
Most businesses appoint a company secretary in one of three ways:
Appoint an existing director or employee: This is often the simplest option for smaller businesses and can be a practical way to manage company secretarial responsibilities without bringing in additional support.
Hire someone specifically for the role: Larger or growing businesses may choose to recruit a dedicated company secretary, particularly if they have more complex governance or compliance requirements.
Outsource the role: Some businesses appoint an accountant, solicitor, company formation agent, or specialist company secretarial service provider to handle some or all of the responsibilities associated with the role. Tools like Tide's Company Secretary tool can also help manage the ongoing filing and deadline side of this.
The right option will depend on the size of your business, the complexity of your compliance requirements and how much support you need.
Step 2: Confirm the appointment
If you're appointing an existing director or employee as company secretary, make sure they understand the responsibilities involved and are willing to take on the role.
You'll also want to consider whether they have the knowledge and skills needed to manage company records, Companies House filings, and other compliance-related tasks effectively.
If you're hiring externally or outsourcing the role to a professional service provider, this step will usually form part of the recruitment or onboarding process.
Step 3: Record the appointment
Next, formally record the appointment in your company's records. This may involve passing a board resolution and updating any internal documentation relating to company officers.
Step 4: Notify Companies House
Once the appointment has been made, you'll need to update your company's records with Companies House. This can usually be done online through the Companies House service or by filing the appropriate appointment form.
In most cases, Companies House should be notified within 14 days of the appointment. Once the update has been processed, the company secretary's details will appear on the company's public record.
Step 5: Define responsibilities and processes
Finally, make sure everyone understands who is responsible for what. For example, who will manage Companies House filings, maintain company records, monitor deadlines, and communicate important compliance updates to directors.
Clearly defining responsibilities from the outset can help avoid confusion and ensure that the role delivers value to the business.
If you're a Tide member, our Company Secretary tool can help take some of this off your plate — it tracks your Companies House deadlines, guides you through filing your confirmation statement, and handles director and PSC address changes, all from within the Tide app.
Wrapping up
For many small businesses, a company secretary isn't a necessity. But for growing companies or those looking for extra support with compliance and administration, the role can be a valuable asset.
The key is to assess your business's needs, understand the responsibilities involved, and decide whether the benefits of appointing a company secretary outweigh the costs and effort of managing these tasks yourself.
Already a Tide member? Add Company Secretary to your account, for just £12.50 + VAT/month, to keep on top of confirmation statements, deadlines, and filings — all in the app.
FAQs
Is a company secretary legally required?
Public limited companies (PLCs) are legally required to appoint a company secretary. For most private limited companies (Ltd), it’s not a legal requirement.
Can I be my own company secretary?
Yes. If you're a director of a private limited company, you can generally also act as the company's secretary. This can be a practical option for smaller businesses that want to keep company administration in-house.
What qualifications does a company secretary need?
For most private limited companies, there are no formal qualification requirements. However, the person should have the knowledge and skills needed to manage company records, Companies House filings, and other compliance-related responsibilities. Public limited companies (PLCs) are subject to stricter requirements.
Does a small business need a company secretary?
Not necessarily. Many small businesses successfully manage their administrative and compliance responsibilities without appointing a company secretary. However, some choose to appoint one for additional support with record-keeping, governance, and Companies House filings.
How do I appoint a company secretary?
First, decide who will take on the role, whether that's an existing director or employee, a new hire, or an external service provider. Once the appointment has been agreed, record it in your company records and notify Companies House within the required timeframe. If you're looking for ongoing help with the filing and deadline side of the role, Tide’s Company Secretary tool can support that.
