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E-Quick Plan |
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 £ 49.95 | Renewal fees from £49.95 | | |
 Nominee Secretary Service for Public Records for one year:
 Nominee Secretaries do not usually have an active role or function in the actual business of the company.
The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings.
Coddan will act as Nominee Company Secretary for limited companies on an annual basis.
This service is primarily designed to help people keep non-trading companies fully compliant with the law.
It does not perform any secretarial duties, and does not become involved with operations of the company in any way.
If signatures or verification documents are required extra charges will apply.
Preparation and submission of the Annual Returns (payable fee additional).
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Economy Plan |
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| £ 75.00 | Renewal fees from £75.00 | | |
Nominee Secretary For Sole Director Company:
The nominee services can be used to maintain anonymity or simply provide an additional officer to comply with the legal requirements.
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings.
Coddan will act as Nominee Company Secretary for limited companies on an annual basis.
It does not perform any secretarial duties, and does not become involved with operations of the company in any way.
The nominee secretary's signature on the forms to open a bank account (no extra fee).
If signatures or verification any other documents are required extra charges will apply.
Preparation and submission of the Annual Returns (payable fee additional).
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Premier Plan |
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| £ 150.00 | Renewal fees from £150.00 | | |
Nominee Secretary For Trading Companies:
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings.
Coddan will act as Nominee Company Secretary for limited companies on an annual basis.
It does not perform any secretarial duties, and does not become involved with operations of the company in any way.
We will complete and file the Annual Return on behalf of your company. This will include the fees for the filing of the official documentation.
The nominee secretary's signature on the forms to open a bank account (no extra fee).
Our Company Secretary fee covers the cost of reasonable handling of official company documents, which will be sent via the normal postal service.
If signatures or verification any other documents are required extra charges will apply.
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A company secretary's typical work activities:
Organising, preparing agenda for, and taking minutes of, meetings.
Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people.
Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action.
Developing company contracts.
Managing insurance and property issues.
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements.
The company is bound by any document expressed to be on behalf of the company and signed by a Director and the Secretary or two Directors (s. 36A Companies Act 1985).
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(click here for other packages)
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| 1. Section 283(1) of the Act says every company must have a secretary. Section 283(2) states that a sole director cannot also be the secretary.
2. The company secretary of a private limited company needs no formal qualifications.
3. The company secretary usually undertakes the following duties: Maintaining the statutory registers.
4. Ensuring that statutory forms are filed promptly.
5. Providing members and auditors with notice of meetings.
6. Sending the Registrar copies of resolutions and agreements.
7. 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 - also copies demanded by anyone under section 239 of the Act.
8. Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.
9. Ensuring that people entitled to do so, can inspect company records.
10. Custody and use of the company seal.
 +44 (0) 207.748.3039
+44 (0) 800.081.1510
(0) 870.080.2320
 info@coddan.co.uk |
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- DEAR VISITORS, If you want to become familiar with the description and the contents of British company formation packages, offered by our company and to find above, what kind of service is included in this or that UK companies creation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. The basic document package we provide will not differ significantly from that available at a major corporate law office.
Form a company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently. Our documents contain advanced provisions that are not found in simple "do-it-yourself" kits or manuals. Coddan lets you take care of common legal procedures without ever leaving your home or office. We're open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.
Did you know that 70% of those who try to complete their own legal documents make mistakes? With Coddan, you can rest assured, knowing that your documents are treated with the utmost care and attention. Before you submit your order, Coddan will review the answers you provide on the questionnaire for consistency, completeness, spelling and grammar. Furthermore, our customer service specialists are available to answer your questions by phone or e-mail. Call us toll-free at (0) 800.081.1510 or (0) 870.080.2320.
With Coddan's lawyer-free service, you can save up to 100% off the rates an attorney would charge for the same procedure. In addition, our fees are "per project", not "per hour," so you will know exactly what the total price will be.
The information you provide to us is held in absolute privacy. We pledge NEVER to sell your name or personal information to any third party. In addition, we go the extra mile to make sure that our servers and connections incorporate the latest encryption and security devices.
We strive to be the best legal documentation service on the web. If you are not satisfied with our services for any reason, please contact us immediately and we will either correct the situation or provide a refund, your choice.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.coddan.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 UK Private Company Secretary. Introduction
All companies are required, pursuant to section 283, to appoint a company secretary. The appointment of the company secretary is the responsibility of the board of directors and, subject to the restrictions outlined below, any person, corporate body or a Scottish partnership may be appointed as a company secretary. In brief, the company secretary is the person within a company who is principally concerned with company administration.
As a rule, the corporate secretary does not have any involvement in the day-to-day operation of the business and does not become a signatory to any bank accounts. The client is free to appoint a replacement company secretary at any time if circumstances change whereupon Coddan will resign with no further charges. If a new company secretary is to be appointed it is essential to notify Companies House on Form 288a. Copies of this form will be provided on request.
The company secretary is one of the two officers that every company must have to fulfil the basic requirements of UK Company Law. Even if the director conducts day-to-day business entirely alone it is a requirement that another person takes on the role of secretary. Coddan performs this role for clients who do not have a suitable person willing to accept the role or for non-UK residents who require a signatory within the United Kingdom.
- The Office of Company Secretary
The duties of the company secretary are not specified in detail in the Companies Act 1985 (CA1985) but at various places in the Act the company secretary is named as one of the persons who may sign prescribed forms on behalf of the company, make statutory declarations and sign the Annual Return. Additionally, the office of the company secretary is recognised by other statutes as a responsible officer. These include the Taxes Management Act 1970, the Trade Descriptions Act 1968, the Unsolicited Goods and Services Act 1971 and the Data Protection Act 1998. The company secretary is an officer of the company as defined by s. 744 of CA 1985 and consequently may incur personal responsibility for not complying with requirements of the Act affecting the company.
A corporate body may be appointed company secretary provided that, in the case of a company with a sole director, he is not also the sole director of the body corporate appointed company secretary.
Although a partnership may be appointed company secretary in the name of the firm, in England and Wales this has effect as an appointment of all the partners as joint secretaries. In Scotland, where partnerships have corporate status, the firm may be appointed company secretary in its own right. It is also possible to appoint deputy or assistant secretaries who may act in the office of company secretary if the office is vacant or there is no company secretary capable of acting (s. 283(2)). Following the coming into force of the Limited Liability Partnerships Act 2000 on 6 April 2001, a limited liability partnership (LLP) whether registered in England and Wales or Scotland can also be appointed as company secretary in its own right. As well as the statutory requirements in s. 283, the company's articles of association frequently contain provisions with regard to the appointment of the company secretary, as in Table A, Regulation 99. Private company to have only one shareholder, it is still necessary for the director and the company secretary to be different. It is not possible for the sole director to appoint as company secretary another company of which he is also the sole director.
- Company Secretary Duties
Every United Kingdom based company must have a company secretary. The secretary is an officer of the company who is responsible for ensuring that it conducts itself in accordance with the law, in particular the Companies Acts, and in accordance with its own Articles of Association. The secretary does not normally have management responsibility (which is reserved for the directors): his or her responsibility is administrative, but may be extended under an employment contract. The secretary is appointed by the directors and may be removed by them. A sole director cannot also hold office as company secretary; however, if there is more than one director, it is possible for any of them to fulfil the office of company secretary.
The directors of a Public Company (PLC) must be satisfied that any secretary has the necessary knowledge and experience to fulfil his or her duties and that he or she is properly qualified (e.g. a member of the Institute of Chartered Accountants or the Institute of Chartered Secretaries and Administrators).
The company secretary undertakes administrative work, such as the preparation and submission of returns, the preparation of the agenda for directors' meetings and company general meetings, and the compilation of the minutes of those meetings. The Articles of Association may specify particular tasks for which the secretary is to assume responsibility. It is possible for more than one person to hold office as secretary of a company.
In the event of a vacancy in the office of company secretary, the duties must be fulfilled by an assistant or deputy secretary, or by an officer authorised by the directors. As the secretary is an officer of the company under Section 744 of the Act, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's Annual Return.
The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made. (Sections 47 (Section 66 for Scotland) and 131 of the Insolvency Act 1986). The secretary' duties will depend on the nature and size of the company.
Usual duties include: attending meetings of the shareholders and directors and taking minutes. Issuing notices on the instructions of the Board (e.g. notices convening shareholders' meetings). Dealing with shareholders with regard to their shareholdings (e.g. forming transfers). Maintaining the statutory books of the company. Ensuring that all necessary returns are made to the Registrar of Companies. Specific duties imposed by statute (e.g. signing the annual return, signing the directors' report on behalf of the board).
Other duties. The company secretary usually undertakes the following duties:
Maintaining the statutory registers. These are: the register of members (Section 352). The register of directors and secretaries (Section 288). The register of directors' interests (Section 325). The register of charges (Section 407 or 422 for Scottish companies); and for public companies only, the register of interests in shares (Section 211).
Ensuring that statutory forms are filed promptly. Company secretary cannot simply send a letter to notify the Registrar that secretary wish to change the situation of the company's registered office or that changes have occurred among directors or secretaries or their particulars. You should normally use Forms 287 and 288(a), (b) or (c) as appropriate. You may also use the Annual Return Form 363(s) in some circumstances if the return is due at the convenient time. Changes of directors' and secretaries' details must be notified within 14 days. There are many other forms that need to be delivered to the Registrar.
Providing members and auditors with notice of meetings. Company secretary must give them 21 days written notice of an annual general meeting. Company secretary 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.
Sending the Registrar copies of resolutions and agreements. Company secretary must send him 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 - also copies demanded by anyone under Section 239 of the Act. Company secretary must send accounts at least 21 days before a meeting at which they are to be laid - see Section 238 of the Act.
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.
Failure to carry out some of these duties can result in the company being charged a considerable amount of money or even in the directors being prosecuted.
To help you avoid this Coddan offers a professional company secretary service for new and existing companies. Using the latest developments in company secretarial and compliance software we are able to maintain your statutory books, generate facsimile forms and documents as required and keep you informed of pending time limits.
- Company Secretary Qualification
The company secretary of a private company need have no professional or other qualification nor have any previous experience. In the case of a public company, s. 286 provides that the directors must take all reasonable steps to secure that the company secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of company secretary of the company and who also meets other requirements laid down in the section. The provisions requiring public companies to have qualified secretaries were brought in by the Companies Act 1980. In order to preserve the position of those who held office at that time, the company secretary may be a person who on 22 December 1980 held the office of company secretary or assistant or deputy company secretary of the company (s. 286).
Other persons qualified to be company secretary of a public company under these provisions include: a barrister, advocate or solicitor, called or admitted in any part of the UK. A member of various professional bodies, including the Institute of Chartered Secretaries and Administrators (ICSA), and members of various accountancy bodies. A person who is a member of any other professional body who appears to the directors to be capable of discharging the functions of the company secretary. A person who, for at least three of the five years immediately preceding his appointment as company secretary, held the office of company secretary of another company other than a private company.
The auditor of a company and any employee of the auditor may not be appointed as company secretary (CA 1989, s. 27). The sole director of a company may not be appointed as its company secretary (s. 283).
- Company Secretary Appointment
On incorporation of a new company, the person named as company secretary on form 10 is deemed to have been appointed as the first company secretary of the company (ss. 10 and 13). Form 10 is delivered to the Registrar of Companies for organisation together with the memorandum and articles of association of the company. It is signed by the subscribers (or by agents on behalf of the subscribers) to the memorandum. It contains a form of consent to be signed by the person named as company secretary, in addition to the forms of consent to be signed by the first directors of the company. The name of the company secretary must be added to the company's register of directors and secretaries. Subsequent appointments are made by the directors in accordance with the provisions of the articles of association (Table A, Regulation 99).
When a new company secretary is appointed, the following action should be taken. In the case of an important listed company, it may be appropriate to notify the UK Listing Authority, since this could come within the requirement to notify any change in the holding of an executive office; it may also be appropriate to issue a press release on the appointment. The particulars relating to the new company secretary must be entered in the company's register of directors and secretaries and notified to the Registrar of Companies on form 288a within 14 days of the appointment. If the company secretary is an authorised signatory on the company's bank account, notification of the change of company secretary and a copy of his specimen signature should be sent to the bank. If thought to be appropriate, announcement of the new appointment should be made to the company's staff, suppliers and customers. If it is the company's custom to have service contracts between it and its senior executives, a formal service contract should be drawn up for signature by the company and by the company secretary. If the company has in force an insurance policy covering officers of the company against the liabilities that they may incur in carrying out their duties, the insurance company should be notified of the appointment of the new company secretary (s. 310 as amended by CA 1989,s.l37).
- Assistant and Joint Company Secretaries
The company may also appoint an assistant or deputy company secretary (s. 283(3)). Such a person may be appointed and removed by resolution of the directors subject to any provisions contained in the company's articles of association. There is no requirement for the appointment to be notified to the Registrar of Companies.
Rather than an assistant or deputy company secretary, some companies may wish to appoint one or more joint secretaries. Details of any joint secretaries must be notified to the Registrar of Companies (s. 290). Appointment or removal of a joint secretary is carried out in the same way as for a sole company secretary and will be by resolution of the directors.
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Directors and Secretaries Guide
The Company Secretary. Fact Sheet
Helpful Resources