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Coddan CPM Ltd. – Company Registration Agent in the UK
Home Corporate Services Role & Responsibilities of the Company Secretary

Appointment of a Nominee Secretary, Responsibilities of Nominee Secretary

UK company formation with Coddan and the role and responsibilities of a nominee secretary for your limited company: it's no longer a legal necessity to appoint a company secretary to a company, but while some firms no longer have one, others place a great deal of importance on the key administrative and oversight role this individual plays in a firm's operations. A company secretary will typically ensure that the firm is compliant in many areas of the law, including regulations relating to the health and safety of employees and the protection of the company's data – both critical matters in maintaining the integrity of a company.
The company secretary will also be responsible for making sure that all annual reports and accounts are filed with the relevant authorities, and on time, including HM Revenue & Customs and Companies House. Failure to do so can result in significant fines that could hurt the company's reputation, and the company may risk being struck off the register if the problem persists. The company secretary usually acts as the chief administrative officer of the company, leaving the directors free to concentrate on running the business. The company secretary does not have to be a director but they do share some of the directors' legal responsibilities. You can delegate secretary work to an outside expert - for example, a qualify nominee secretarial service provider. Contact us to see how we can assist you.

Nominee Secretary Advantages


  • We provide UK nominee secretary
  • Local UK nominee secretary
  • Professional nominee secretary
Nominee Secretary Convenience


  • Nominee secretary & bank account
  • Provision of a registered address
  • Qualified nominee secretary support
Our Nominee Secretary Packages

ANNUAL FEE £125.00


This package is primarily designed to help director(s) keep companies fully compliant with the law. Our nominee secretary services are charged annually, and must be renewed each year.

With this option we will provide the following service:

    • Appointment of a nominee secretary;
    • Maintaining the statutory registers;
    • Monitoring changes in share ownership;
    • Ensuring that the company files statutory information promptly;
    • Keeping, arranging the keeping of copies of all resolutions of members; and much more.

ANNUAL FEE £150.00


This is the basic nominee secretary package with additional signed documents. Our nominee secretarial services are charged annually, and must be renewed each year

This nominee secretary offer includes all services mentioned in the first option, plus:

  • The appointment of a nominee secretary;
  • The nominee secretary's signature on documents;
  • The preparation of a letter relating to the opening of a bank account;
  • The nominee secretary's signature on banking forms.

ANNUAL FEE £250.00


This is one of our very popular nominee secretary packages; with this option, we will file the company annual return, and pay the government filing fees for the submission of annual return.

The third option includes all benefits & items mentioned in the second option, plus:

  • The appointment of a nominee secretary;
  • Providing the notice of the general and/or an extraordinary meetings;
  • Sending forms & resolutions to the Companies House and HMRC;
  • Supplying a copy of the annual return to every member of a company.



This is our the MOST POPULAR nominee company secretarial service package, which includes the preparation of the annual return, submission of the annual account, and dedicated administrator.

The fourth option includes all benefits & items mentioned in the third option, plus:

  • The appointment of a nominee secretary;
  • The preparation and submission of the annual return & annual account with Companies House and HMRC;
  • The dedicated administrator based in our office in London;
  • The preparation of the minutes of an annual general meeting.

Importance of a Company Secretary, Company Secretary Requirements & Typical Duties of a Company Secretary

Other duties a company secretary is usually involved in include signing off on various important documents – in effect, being the official signatory for the company – as well as acting as the company's representative in any discussions with outside parties, from banks to accountants, potential business partners, solicitors and many more.

A company secretary's role in ensuring the smooth running of a company extends to the share structure of the firm, and constantly checking the ownership of the shares. The secretary will also keep copies of all resolutions of members, and can give notice of annual and extraordinary general meetings as they arise. If you're planning on establishing a company with the role of secretary included, but either don't have a candidate to fill it or would rather not use your own personnel – for privacy of other reasons – here at Coddan we can provide a nominee secretary for you. Our nominee won’t have any control over your company and you can change them at any time.

We have a number of companies incorporation packages to suit various needs, starting from just £125.00. Online company formation with a nominee secretary: applying for a nominee secretary with us is simple – all you need to do is fill out our online application form, which is approved by Companies House, and we will do the rest. If you'd like to talk to us about having a nominee secretary for your company, our expert business consultants are available to answer your queries. Get in touch with us now and they’ll be happy to help.

Should You Register a Sole Director Company, or You Should Appoint a Nominee Secretary for Your Private Company from a Company Formation Agent?

Benefits of Appointing a Nominee Secretary

Benefits of appointing a nominee secretary: the benefits of appointing a nominee secretary for your company with Coddan Ltd are numerous, and with every company in the UK obliged to appoint a secretary, its a position your company cannot afford to ignore. The duties that would have been the responsibility of the company secretary still exist whether you currently have a secretary or not. These need addressing and no director of a company big or small will want to be saddled with all the admin and paperwork. Every successful director knows the importance of delegation. So why choose Coddan Ltd? Our wealth of experience will be able to assist your business in the appointment of a new nominee secretary. Our efficient, professional and low-cost services will help you make the best business decisions and guide you towards the future. If you need an assistance with a nominee secretary in UK, you can also speak to our business advisors between 9.30am-6.00pm Monday to Friday by telephoning + (0) 207.935.5171 or + (0) 330.808.0089 (national rates).

While the Companies Act does not specify the role of the secretary, their duties are often determined in the employment contract. The secretary is responsible for filing annual returns and other statutory company documentation, and assuring that Companies House is aware of any changes to the company structure, including the addition or subtraction of members and the changes of registered office address. Individuals can complete many of these tasks by visiting the Companies House website, using their webfiling system.

Company Secretary Responsibility

Company Secretary Responsibility

Company secretaries are also frequently involved with making sure the company is legally compliant in areas such as health and safety and data protection. They are also often asked to sign leases on behalf of the board or act as a signatory more generally & may also get involved in negotiations with outside advisers, including accountants and lawyers. If a company has a company secretary, directors will usually delegate their responsibility for ensuring sending up-to-date information to Companies House to the secretary.

What is a Company Secretary: Secretary Requirements

Companies should state the specific requirements for the appointment and termination of the company secretary in the company’s memorandum and articles. If the secretary also happens to be an employee, then this may affect the regulations regarding their departure or induction in the company. A company will need to alert Companies House of any termination or appointment of a company secretary within 14 days of the event occurring.

For a normal limited company, there is no nationality, gender, or educational requirements regarding the appointment of a company secretary. However, it is advisable that anyone who wishes to become the company secretary should be competent and knowledgeable of all the tasks and responsibilities expected of them. This is paramount to your company, as neglecting to fulfil certain aspects of the role can lead to severe fines.

For a public limited company (PLC), the company secretary requirements are very different, as are the general legal requirements. For example, a PLC must have at least two directors, but the secretary must be extremely well qualified. He or she must have held the office or been secretary of a public company for between three and five years before appointment, or be a barrister, or a solicitor in the UK. Another requirement a company secretary can have is to be a member of:

  • The Institute of Chartered Accountants in England and Wales
  • The Institute of Chartered Accountants of Scotland
  • The Institute of Chartered Accountants in Ireland
  • The Institute of Chartered Secretaries and Administrators
  • The Association of Chartered Certified Accountants
  • The Chartered Institute of Management Accountants; or
  • The Chartered Institute of Public Finance and Accountancy

Company Registry: About the Role of a Company Secretary

About the Role of a Company Secretary

Company secretaries are usually required to perform several duties to ensure the continuity of the company member details, and to prevent the business from being penalised. A staple of their job is also to ensure that they prevent fines incurring. Therefore, it may be required for the company secretary to maintain the company register, which covers all members such as directors and secretaries, and the register of director's interests. The more common duties include filing the annual returns and any other documents that may be required, including preparing resolutions and legally amending company details. In some instances, a company secretary may also have to take the minutes of meetings.

It is important to remember that there is no determined list of duties for the company secretary to fulfil. Accordingly, they may also be obliged to take up other tasks such as registering company for VAT, helping to set up pensions and insurance for employees of the company, and any other paperwork tied up with the place of business (such as building insurance etc). There are many types of insurance for businesses to be aware of, especially regarding the premises or place of work. It is usually the priority of the secretary to ensure that all relevant forms of insurance to prevent damages occurring cover the place of business.

In short, the company secretary is responsible to ensure that everything runs smoothly in the other areas of business that the company director is not involved with; these are usually administrative duties. The secretary will often lease and correspond with the relevant governing authorities, whether it is HMRC or Companies House, for any information or assistance they need. In theory, the company secretary become like the spokesperson of the company.

It is beneficial for the secretary to know about aspects of conduct and general employment laws, as they will need to maintain their business and ensure that there is no risk of any breaches in the law for the good of the employees, clients, and the company as a whole.

In smaller firms, the company secretary may handle menial accountancy tasks in order for the company to comply with statutory laws. The secretary may be the source of information on behalf of the company regarding matters to do with appropriate governing laws, and should always be the oracle of knowledge, keeping updated with any changes in the company law.

When companies hold board meetings, the company secretary will be responsible for typing agendas and minutes of meeting, which they will do by liaising with company directors and shareholders, and then preparing the information in accordance with their discussions. If there needs to be a vote on a particular matter, it is the job of the company secretary to ensure that the board conducts it in a lawful and organised way, to prevent any discrepancies.

The secretary will usually be responsible for drafting any letters, faxes, or important e-mails. Preparing annual reports, dealing with transfers of share-holdings, and communicating with shareholders is an essential part of the role. In accordance, the secretary may also need to monitor the activity of the shareholders, and arrange payment for dividends. Companies need to comply with due diligence when the circumstances arise. This is a legal requirement to obey the Anti-Money Laundering Legislation 2007. Essentially, it is the secretary's responsibility to ensure that the company adheres to this legislation.

In some corporate structures it may be necessary to have the secretary dealing with matters regarding the registered office, such as signing for and maintaining any post, or ensuring that the company's documents are in order for any public inspections. In this regard, the secretary would be responsible for insuring that the company name and seal (where necessary) is clear on all official documents on behalf of the company; this preserves the company identity.

Company Secretary Responsibility

Company Secretary Responsibility

Company secretaries are also frequently involved with making sure the company is legally compliant in areas such as health and safety and data protection. They are also often asked to sign leases on behalf of the board or act as a signatory more generally & may also get involved in negotiations with outside advisers, including accountants and lawyers. If a company has a company secretary, directors will usually delegate their responsibility for ensuring sending up-to-date information to Companies House to the secretary.

There is no defined set of secretary duties in the Companies Act, because the secretary adapts to the role depending on the size and type of the business, thus making it individual to each company. Therefore, while a person undertaking the role of a company secretary may think they only need to do the statutory roles such as annual returns, they may also find themselves performing numerous administrative chores, especially within the smaller businesses.

You may not have the funds to pay for an expensive accountant service, and the duty will then usually fall onto the company secretary to prepare the annual accounts.

One must not rule out that a person acting as company secretary may not be qualified to complete many of the proposed tasks. The individual person’s qualifications and capabilities ultimately determine the range of duties that the secretary is able to perform. For this reason, it is useful to appoint an individual that is versatile and willing to learn new skills that could be detrimental to the company in question. The company secretary can act as a signatory on behalf of the company for any documents that require it, such as resolutions.

The secretary performs a vital role in any company. From the outline above, we can see that the secretary is responsible for a considerable amount, and secretaries for small businesses usually harbour even more duties and carry a great deal more stress. That is why this is important for people to realise that while they may be able to perform two roles within a company, such as director and secretary, it is generally easier (and in the majority of cases better for the company) to have two separate people that can do this.

By taking into consideration the full extent of the secretary's role, this will better prepare you for the business journey ahead. Knowing the full range of duties will organise and structure your business, and make it more equipped to deal with the vast array of tasks that need to be completed and constantly monitored. When we compare this to the duties of the director, we can comprehend the full magnitude of the two different roles, and then analyse them combined.

In its most professional sense of duty, a company secretary can also help guide strategic decisions on behalf of the company, much like a director's assistant or advisor. The secretary may take it upon himself or herself to ensure that newly appointed directors are knowledgeable on all procedures within the company, which may include some sort of formal induction. At the same time, the secretary should be knowledgeable enough to be able to advise directors on ethical procedures.

The company secretary is often the main point of contact with shareholders. In this regard, the secretary should organise company meetings and annual general meetings in accordance with the Companies Act. The secretary will also be the member that assures that everything in the memorandums is obliged and followed. They will regulate and assure that directors and members conduct all voting in a fair way, and then document this in the minutes.

The publication of the company's annual reports and accounts is the responsibility of the company secretary. The secretary is responsible for maintaining the statutory registers and ensures that any changes made are update to date. The consequence of not keeping the register of members updated can have negative effects on the shareholders regarding their voting rights. For this reason, it is advisable to keep the register updated with the latest changes.

In some instances, neglecting to do the secretarial duties does not result in a penalty for the secretary, but rather, the director. This will reflect negatively on the secretary and upon the company as a whole. Situations like this usually arise when people overlook these duties due to either carelessness or from taking on too much work.

If a person is acting as director and secretary, the risk of missing important deadlines for the filing of reports and so on is maximised. Such scenarios further illustrate the importance of having a company secretary as a separate body to the director. In this respect, one should realise that a company secretary will still be legally liable for errors incurred in their duties, even if they delegate that particular job to another member of the company.

PAYE/National Insurance Payments

PAYE/National Insurance Payments:

It is your responsibility to ensure that payments are made on time, whichever payment method you use. Remember, you may be charged interest and a penalty if your payment is not received by the deadline. Penalties are charged on each PAYE reference number (also called a 'PAYE scheme') independently. There are also additional penalties for amounts charged annually or occasionally. Contact us to see how we can assist you.

Company Registry: About the Role of a Company Secretary

Duties of a Company Secretary

Duties of a Company Secretary

The company secretary usually acts as the chief administrative officer of the company, leaving the directors free to concentrate on running the business. The company secretary does not have to be a director but they do share some of the directors' legal responsibilities. You can delegate secretary work to an outside expert - for example, a company secretarial service provider. Contact us to see how we can assist you.

Penalties for Late Filing

Penalties for Late Filing

If you miss the deadline, the longer you delay, the more you will have to pay. One day late - a penalty of £100.00. This applies even if you have no tax to pay or have paid the tax you owe. Three months late - £10.00 for each following day - up to a 90-day maximum of £900.00. This is as well as the fixed penalty above. Six months late - £300.00 or 5% of the tax due whichever is the higher. 12 months late is £300.00 or 5% of the tax due, whichever is the higher. Contact us to see how we can assist you.

PAYE/National Insurance Payments

PAYE/National Insurance Payments:

It is your responsibility to ensure that payments are made on time, whichever payment method you use. Remember, you may be charged interest and a penalty if your payment is not received by the deadline. Penalties are charged on each PAYE reference number (also called a 'PAYE scheme') independently. There are also additional penalties for amounts charged annually or occasionally. Contact us to see how we can assist you.

We can provide a fully comprehensive nominee secretarial service for private companies and limited liability partnerships including their formation, on-going maintenance of statutory records, organizing and witnessing required meeting of directors and shareholders alongside preparation of minutes. If appropriate, you can select our offices as your registered office. We check documents that we receive determine what action is required and notify director(s) as appropriate.

We will of course assist you with changing company name, alternation of director or secretary and applying for deregistration of limited company. Our experienced nominee secretaries will assist you with personalized corporate secretarial advice and services:

  • Register representative and branch offices
  • Prepare annual general meeting documents and file annual returns
  • Effect changes of board of directors and their particulars
  • Prepare routine resolutions
  • Prepare documents to effect an increase in share capital
  • Allotment of shares
  • Change of auditors
  • Change of company name
  • Amendments to the memorandum and articles of association and file necessary returns with Companies House

Nominee secretaries are often appointed in order to fulfil this role in a professional capacity. We can provide nominee services for clients who are looking to incorporate a company but they do not know how to take corporate secretarial duties. On the other hand we help our international clients overseas by providing them with an officer of the company at an affordable fee.

Clients who use the company secretarial service can be sure that all the requisite annual forms and returns will be properly filled out and lodged with the Companies Registry in due time. While the legislation does not generally specify the role of the company secretary, the company secretary might normally undertake the following duties.

  • Maintaining the statutory registers
  • Monitoring changes in share ownership of the company
  • Ensuring that the company files statutory information promptly
  • Providing members and directors with notice of meetings
  • 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
  • Providing members with proposed written resolutions and auditors with any passed resolutions
  • Sending copies of resolutions and agreements to Companies House
  • 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
  • Arranging the general meeting and co-ordinating production of the annual report
  • Keeping, or arranging for the keeping, of copies of all resolutions of members passed otherwise than at general meetings, minutes of all proceedings and general meetings
  • Ensuring that people entitled to do so can inspect company records
  • Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action
  • Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements
  • 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. (You can buy company seals from us.)

Every company must keep official records and these are usually delegated to the company secretary. They include registers of:

  • Indemnities
  • Service contracts
  • Debenture holders
  • Registers of directors
  • Registers of members
  • Records of resolutions
  • Registers of secretaries
  • Contracts relating to purchase of own shares
  • Interests in shares disclosed to public company
  • Instruments creating charges and register of charges
  • Documents relating to redemption or purchase of own shares out of capital by a private company
  • Report to members of outcome of investigation by a public company into interests in its shares
Company Secretary Useful Tips

Useful Tips

The range of duties and responsibilities that a company secretary has will depend on such factors as the size of the company & its line of business. In practice, the amount of administrative work involved in a small private company is not usually a full-time job. Secretaries often have other responsibilities such as advising the directors on legal matters generally & other administrative duties such as arranging insurance. Contact us to see how we can assist you.

Company Secretary Useful Tips

Useful Tips

Members of the public have the right to inspect these records. You must keep the records available for public inspection at either your company's registered office or at a single alternative inspection location that must be notified to Companies House. You may charge members of the public £3.50 an hour. However, you may not charge members of the company.

Every company must keep official records and these are usually delegated to the company secretary. They include registers of:

You must also keep minutes of board meetings and general meetings and you should also keep official documents secure. You may need these, for example, to open a bank account. They include:

  • The certificate of incorporation recording the formation of the company
  • The memorandum and articles of association setting out the purpose of the company and how it must be run
  • Copies of the accounts
  • Share certificates and stock transfers
  • Directors' service contracts

As the secretary is an officer of the company, 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.

Every company' director and secretary has a personal responsibility to ensure that statutory documents are delivered to the Registrar as and when required by the Act. In particular:

  • Company' accounts
  • Company' annual returns
  • Notice of change of directors or secretaries or in their particulars; and
  • Notice of change of registered office
  • The register of members
  • The register of directors and secretaries
  • The register of directors' interests
  • The register of charges

Please bear in mind that this is an obligation of a company registered in UK to file annual returns and annual accounts with the UK Companies House even if company has been dormant. Unless a company is claiming exemption as a medium-sized, small, audit-exempt or dormant company, the accounts will include:

  • A directors' report(s) signed by a director or the company secretary
  • A balance sheet signed by a director
  • A profit and loss account (or income and expenditure account if the company is not trading for profit)
  • An auditors' report signed by the auditor
  • Notes to the accounts; and
  • Group accounts (if appropriate)

You are therefore advised that if annual returns are not filed, the company will go through administrative dissolution and finally will be struck off from the Companies' Registrar. If you file the annual return late or not at all, the company and its director(s) and secretary can be prosecuted. Please note that annual returns are quite separate from annual accounts.

Alternatively, if the Companies' Registrar believes that the company is no longer carrying on business or in operation, he could strike it off the register and dissolve it. If this happens all the assets of the company, including its bank account and property, generally become the property of the British Crown.

On average more than 1,000 directors are prosecuted each year for failing to deliver accounts and returns to the Registrar on time. Persistent failure to deliver statutory documents on time may also lead to a director being disqualified from taking part in the management of a company, for a specified period.

Penalties for Mistakes with Your VAT

Penalties for Mistakes With Your VAT:

You must submit your VAT Return and ensure that payment of the VAT due has cleared to HM Revenue & Custom's account by the due date. If you do not, you may have to pay what is known as a 'default surcharge', which is a percentage of your unpaid VAT. If you continue to submit or pay late, you will be charged a higher percentage of your unpaid VAT. If you submit an incorrect VAT Return, HMRC may also charge you an inaccuracy penalty.

If accounts or annual returns are not filed, all the directors of the company could be prosecuted. Failure to deliver documents on time is a criminal offence. On conviction, a director could end up with a criminal record and a fine of up to £5,000 for each offence.

How to Form a Company: The Typical Duties of the Company Secretary

Duties of the Company Secretary

Please bearer in mind, that the new Companies Act doesn't decline secretary duties and responsibilities, all of them need to be done, complete and file in accordance with law. Since April 2006, all corporate secretaries’ duties and responsibilities can be done by a sole director. To help you to make a final decision do you need to appoint a secretary or not, please read the relevant information below.

A company secretary manages the processes involved with developing and implementing company legislation, regulation and best practice. Working in a wide range of sectors, they are responsible for ensuring that board members are properly advised of their responsibilities by coordinating the proper and efficient flow of information to them. They are closely involved in the decision-making process, frequently ensuring the implementation of board decisions.

By making sure that legal and regulatory requirements are covered, company secretaries provide the basis from which companies can successfully operate and develop. The role varies according to the nature of the company and sector. The work of a company secretary covers a wide variety of functions and is partly dependent on the individual company for which they work.

Registering and Running a Company: The Company Director

The Company Director

The company entrusts the director with the responsibility of making critical business decisions and is therefore liable for all penalties incurred on behalf of the company. UK company law is quite lenient regarding who can become a director. There are no nationality requirements, but the minimum legal age for a company director is sixteen. If the court disqualifies a person from acting as a company director, they will be unable to take up the role of director in a new company.

While the secretary may undertake the duty of preparing the annual returns, annual accounts, notification of any change in the company members' details, or change in registered office address, it is ultimately the director's responsibility.

The director will be the main signatory for any official documents. The duties and responsibilities of a company director are ultimately dependent on the nature of the business, though there are many standard things that are applicable to all directors. While the secretary may perform several roles, the responsibility of many of them lies with the directors.

If the company has employees, the director will need to ensure that they are paying the right amount of National Insurance and tax, as well as VAT on any goods or services that they provide. In addition, the director must conduct themselves according to the memorandum and articles. Directors are morally obliged to put the interest of the company before their own and do nothing that may harm or affect the company in a negative way.

While this seems a simple enough ethos to abide by, directors can sometimes inadvertently harm the business by unwittingly engaging in unlawful trading, or by not paying the correct tax in the appropriate jurisdictions. This is why it is important that a director of a company maintain a strong knowledge base with all these issues as even accidental misconduct can lead to grievous penalties.

It is the responsibility of the director to provide the correct information to auditors for the preparation of the accounts. This means careful maintenance of petty cash receipts and company bank statements. Directors may take into consideration that holding annual board meetings is sometimes required to discuss the status of the company and any changes they want to make.

In short, the director(s) are in charge of managing the general affairs of the company – this is a position that covers the delegation of work and to act in a way that benefits the company. Directors hold a high position of trust and power, and are morally obliged to act in the best interest of the company. Abuse of these principals can lead to penalty, such as termination or severe fines, especially if they act wilfully negligent.

A diraector must not engage in an act that goes against the rules and regulations set out in the memorandum and articles. It may seem obvious that the director must refrain from engaging in unlawful acts, as this has a tremendous affect on both the individual and the company.

The extent of the company director's power is dependent on the specifics within the memorandum and articles. It is useful to know that there can be no checklist to illustrate a company director's duties, as their role may crossover into the company secretary's responsibilities. The size and type of business will usually determine the extent of work that the director will do. Smaller businesses will sometimes have fewer members and therefore the appointees of the company will need to incorporate more responsibility into their role.

There is nothing that prevents the company director from also being the secretary, but due to the vast array of responsibility that the combined roles offer, it is often more beneficial to assign these roles to two separate people.

At least once a year, directors should hold an annual meeting. The directors must provide the shareholders with a report detailing the status of the company, whether there has been progress or not. In these meetings, company directors should express any future strategic plans they hope to employ, and keep shareholders updated with any changes they wish to make. Directors should also assign a chairperson who will often write the agenda and sign of the minutes of the meeting.

Aside from the general jobs of the company director as stated in the above, they are also responsible for the development of the business. This includes establishing company policies and corresponding with employees as well as other company members. It is the duty of the director to maintain order but also to plan and uphold corporate structure; the director, singularly or collectively, should be constantly formulating ways to make the business more efficient and more successful.

Another key element to the director role is being able to delegate work and duties to the appropriate people, in order to ensure that all areas of business are covered. Aside from that, it may be relevant for the director to supervise other members of staff and appointees in their work. There needs to be a good relationship in place between director and shareholder, as the director must be able to understand and apply the interests of the shareholders.

A company director has the responsibility of looking after the business and assuring that they always work in its best interests. With such liability comes a plethora of duties to ensure that the directors do not abuse their position of power, such as manipulation of the company books and illegal share activity. It is for this reason that the director can be accountable for acting negligently or wilfully unlawful.

Only a director can call a directors’ meeting (though a secretary may do so on behalf of a company director). Usually, an advanced period of seven days is required for this. The memorandum will usually state who the chairperson director is, and this person will have the deciding vote on matters that require it in the event of a tied vote.

The elected chairperson is essentially the supervisor of all meetings, and has the power to oversee and change the structure of the board and orchestrate the planning and management of meetings.

How Do the Roles of a Company Director and Company Secretary Differ?

Roles of a Company Secretary

The company secretary is the head administrative officer within a company. Company secretaries are no longer legally necessary within a company due to the increase in small companies that may not be capable of fulfilling this requirement. Although the role has been legally redundant, this does not deter the importance of the company secretary's duties within a company. As a result, company directors often take up the duties of the company secretary, which will further add to the heap of responsibility their own role entails.

This being the case, if a small private company does not wish to have a company secretary, it is their duty to assign the responsibility of the role to another person; sole directors are left with no alternative but to do this themselves, which can be a very demanding task.

The only thing that prevents a person from becoming the secretary of a limited company is if that person is also the company's auditor. The memorandum defines the terms of appointment and termination of the company secretary. While there are no defined rules that govern the company secretary's role, if they are an employee of the company they might undertake additional duties. The company secretary's duties are administrative and not managerial, though a person combining these roles will have the daunting task of both obligations.

The secretary is responsible for numerous books and records and must keep them at the registered office address of the company ready for any inspection. If these records are elsewhere, Companies House must have a record of it. These records include the register of members, records of members' address and personal information, and all shareholder records. It is imperative company secretaries maintain and update these records with all the correct and accurate information.

The individual who is acting as a secretary within the company will not necessarily have to promote the success of the company, or be in a position to exercise independent judgement whereas directors do. The secretary is the person liable for the majority administrative duties and they will be in charge of handling all queries and official mail from both HMRC and Companies House.

The company secretary will be responsible for liaising with Companies House and taking the appropriate steps to ensure that they correctly file any significant changes with them. These changes include the termination and appointment of company members, and changes of address, and changes in the company name.

Secretaries will also make any authorised changes to shares, such as transfers and altering the amount subscribed by each person. Another seemingly minor detail that company secretaries need to ensure is that the company name, registration number, and address are on all letters, stationary and websites.

The main luxury of having a secretary separate from a director is that the director gets to delegate the work they would otherwise need to complete by themselves. For example, the secretary can prepare all documents that the company director needs to on their behalf.

The company secretary is responsible for ensuring the company maintains its legal status. They must also arrange the board meetings if a director requests one, and this entails writing the minutes and preparing the agenda ready for the members in advance. The minutes are to be kept in the company's formal minutes’ book, which are then signed by the company chairperson. In addition, the company secretary is responsible for ensuring the completion of special resolutions.

Within smaller business structures, secretaries have a far broader spectrum of duties. Though it is not often a mandatory role of theirs, they may need to set up PAYE and payroll for fellow employees, or register VAT. They will often have to manage the company's premises and organising pensions for employees.
Depending on the type of company, a secretary may perform a number of duties, such as:

  • Advising the director and ensuring that the company follows legal protocol and abides by statutory regulations, such as health and safety and data protection
  • Applying an additional signature to documents for the board; you may need to sign for bank documents or leases
  • Arranging insurance for the building, employees, and complying with the data protection act
  • Liaising with lawyers and solicitors
  • Order any provisions that the company may need, such as stationary

People should be aware that while a company secretary is not usually liable for any debts incurred, the company secretary can still be liable for their failure to produce documents, accounts and reports needed by Companies House. The qualified secretaries working within public limited companies often face prosecution for acts of heinous negligence and misconduct. When an unqualified secretary in a small firm unknowingly acts in a negligent way, they may not face prosecution due to their limited experience or knowledge, though the matters may still go to court.

However, the company director has the primary legal responsibility for the company, and is solely responsible for the filing of the company accounts. Directors face disqualification and prosecution if they break the law regarding the company legislation and mandatory dates for handing in reports etc.

In the event of any unlawful trading, directors take all blame and receive punishment accordingly.

How to Register a New Limited Company: Breakdown of the Company Secretary Role

Breakdown of the Company Secretary Role

In theory, a secretary's duties cover all necessary administrative work, and spans across numerous additional roles within the company. As stated earlier, there is no set guideline for the company secretary to follow as their role may change and differ depending on the size and scope of the company. However, in theory, we can categorise the company secretary's roles to cover these three areas - the board, the company, and the shareholders.

The company secretary must make sure that the necessary paperwork is given to board members ahead of the meeting, and that the board procedures are correctly abided by. In this instance, a company secretary will also assist directors at the meeting.

The secretary should be responsible for ensuring the compliance of legislation and proper conduct regarding company activity. For this reason, the company secretary must be knowledgeable in such areas in order to provide information to the board.

Shareholders within a company will usually liaise with the company secretary and address them with any concerns or with matters regarding corporate legalities.

The secretary also has numerous core duties that he or she is expected to fulfil. For general meetings, they must ensure that shareholders have all relevant documents, while also taking the minutes of the meeting (it is important to realise that the secretary will always be responsible for taking the minutes of the meeting, as well as preparing and distributing the agenda).

They will also regulate the memorandum and articles of association, in order to ensure that members follow it correctly. The secretary is also responsible for correctly drafting any amendments so that they comply with Companies House legislation.

The responsibility of ensuring that all the company adheres to the legal requirements falls on the secretary. They must be knowledgeable and assertive regarding the company law, even though the penalties involved fall on the director for any discrepancies or failure to submit things such as annual accounts.

The secretary must update and maintain the registers in case of any inspection, and prepare directors reports and accounts. As the main administrative officer of the company, the secretary is also responsible for the filing of all mandatory paperwork with the registrar of companies. These documents include annual returns, reports and accounts, any amendments to the memorandum and articles of association, the return of allotments, the removal or appointment of directors and any change to the registered office address.

One important area of the company secretary's duties is their correspondence with the shareholders. The secretary is to deal with transfers of shares and any concerns the shareholders may have.

In addition, the secretary must monitor the movement of the registered members to identify any stake building within the company. They may also be required to implement any changes with the company’s shares in order to restructure the business.

Corporate Secretarial Duties: About Failure to Carry Out Some of Corporate Secretarial Duties

Corporate Secretarial Duties

Failure to carry out some of 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 we provide a nominee secretarial service to ensure that these statutory requirements are fulfilled, we fulfil all filing requirements on your behalf, so the company's records are kept fully up to date at all times. We can help you to prepare and file-out non-trading accounts, prepare and file annual returns.

As your nominee secretary, we will prepare other documents in respect of changes to the company structure as and when they occur. Such matters will include allotment of shares, transfer of shares and appointments and resignations of officers.

He or she normally takes charge of ensuring that any documents which need to be sent to Companies House are sent on time. The secretary can also be a director, and therefore have the same responsibilities as the other directors. If the secretary isn't a director, he or she is still is an officer of the company and is responsible for its actions (with the exception of the companies' accounts, which are the personal responsibility of the directors).

Amongst other things, the company secretary of any company is responsible for:

  • Completing and filing the annual return
  • Filing the annual accounts
  • Maintaining the registers that a company is required to keep by law
  • Filing information on changes in directors' (secretaries') details
  • Filing information on appointment/resignation of directors and secretaries
  • Filing information on change in registered office
  • Filing information regarding changes in shareholdings and share structure
  • Issuing share certificates; issuing dividend vouchers
  • Making arrangements for company meetings and maintaining the minute book

At our disposal we have a state of the art database, which ensures that our service is cost effective, efficient and readily accessible to you. You will be relieved of these administrative and compliance burdens, giving you more time to concentrate on the business of managing your company. Keep us informed of any changes and we will do the rest.

If you do so, our service will ensure you avoid the consequences of non-compliance i.e. penalties, prosecution or your company being struck off the register.

The nominee secretary service will need to be renewed after one year. You will be contacted regarding confirmation of the following details: the filing of the annual return, and renewal of the service. Even where we are not your company secretary, we are able to provide a full company secretarial and support service, providing documents and forms preparation etc., as required. We designed our business start-up packages to provide the most valuable features and services for the lowest price.

Let Coddan takes away some of the administrative burden of running your company. We will deal with Companies House on your behalf and file the company's annual return and annual accounts. We will also be on hand to offer business advice throughout the year in our role as nominee company secretary. If you are using our registered office service it is then convenient to keep the company registers at our offices to. This service is required if you wish to remain anonymous.

Managing Your Company: The Typical Company Secretary' 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
  • Contributing to meeting discussions when required and advising members of the legal, governance, accounting and tax implications of proposed policies
  • Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action
  • Liaising with external advisers, such as lawyers and auditors
  • 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 work of a corporate secretary in a registered private or public company may be more specialised than in a smaller company. For secretaries working within registered companies, particularly large PLCs, the liaison role between management and shareholders, and compliance, may make up a major part of the company secretary's work. The company secretary would also be fully involved in share issues, mergers and takeovers. This could include:

  • Maintaining the register of shareholders
  • Monitoring changes in share ownership of the company
  • Paying dividends
  • Administering share option schemes
  • Arranging the annual general meeting and coordinating production of the annual report
  • Monitoring the administration of the company's pension scheme
  • Overseeing and renewing insurance cover for employees, equipment and premises
  • Engaging in contractual agreements with suppliers and customers
  • Managing office space and property and dealing with personnel administration
  • Overseeing public relations and aspects of financial management

Company Formation and Post-Incorporation Service: Nominee Secretarial Service Options

Nominee Secretarial Service Options

Whether you are starting up a new company or running a successful, established one they all need careful, skilled administration. This is another time and hassle saving specialist service Coddan provides to the business owners. We will help you to ensure that your company complies with its obligations under the companies law. Directors' obligations change on a regular basis and some major changes are heading our way soon.

With our extensive knowledge in this important aspect of running a business, quickly but accurately, we can make sure that you avoid the risk of penalties and the frustration of a red tape. Typical client projects range from routine but essential annual compliance to specialist and more complex one-off situations.

Coddan Ltd registers businesses of all types, in the UK and across numerous offshore locations. Our team of dedicated and experienced experts can assist you by setting up the right business structure for you, registering your company with a host of additional extras that you can greatly benefit from. In addition, we can tailor-make packages and help manufacture new business vehicles to ensure that you are maximising profit whilst legally minimising tax.

Our nominee services have proven to be immensely popular amongst our non-UK resident clients, who are often unable to fulfil the minimum mandatory legal requirements. When registering in the UK, you will need a registered office address within the UK, at least one physical director, and a shareholder to hold a minimum of one share (£1.00) in the company bank account.

Sometimes, our clients wish to incorporate a company by using all nominee services for these roles in order to remain anonymous from public record. We draft legal power of attorney documents that give you full control of your company whilst we assume the position of the members. Legal anonymity is of the upmost importance to many of our clients, and using Coddan's nominee services allows them to retain privacy from public record and still be in a position to make major decisions and run the company according to their will.

It is important to remember that even when taking our nominee services, you will still need to take responsibility for the mandatory paperwork with Companies House, such as annual returns, and accounts. The failure to produce these things on time can lead to hefty fines. However, by taking Coddan Ltd as your company secretary we are able to relive the burden of much of the mandatory paperwork (for an additional fee). We understand that while some people are business-orientated, they may not be so confident about the finer details that they will need to complete.

Our professional and experienced staffs can provide company secretary services to your company. It includes:

  • Skilled, specialist, professional advisors
  • Fast, top quality service
  • Technical support from other Coddan experts
  • Time and hassle saved by you
  • Computerised statutory records using the latest in PC software
  • Fees agreed at the outset of a project
  • Concern for and interest in the health of your company, ensuring that you meet deadlines set by the Companies Act without fear of penalties for late filing or prosecution
  • Versatility on our part - working in partnership with a wide range of companies and entrepreneurs form small companies to major groups
  • Advice and guidance on setting up a company, avoiding pitfalls and matching legal obligations
  • Acting as company nominee secretary of your company
  • Assisting and advising on establishment of new companies overseas
  • Organising and witnessing required meeting of directors and shareholders
  • Alongside preparation of the minutes of meetings
  • Advising you on the appropriate legal procedures to change the officers of the company
  • Amending the accounting reference date, declare a dividend, etc.
  • Advising you of directors' responsibilities
  • Maintaining your statutory registers (keeping the registers required by law)
  • Maintaining your statutory minutes
  • Attend the Board and general meetings to advise you on procedure and to take minutes
  • Provision of a registered office address
  • Filing all necessary accounts, forms, returns and resolutions on the public record at Company's House
  • Advising and assisting you with your tax compliance obligations
  • Giving guidance on compliance and the information which must be notified to the Registrar of Companies
  • Providing the documents relating to company's annual, general or extraordinary directors' meetings
  • Reminding you, and/or your accountant, of the filing deadline for accounts
  • Issue and transfers of shares
  • Changing company name
  • Changing of company registered address
  • Share allotment
  • Applying for deregistration of a company
  • Dissolving the company
  • Assisting start-ups with all of the other aspects of starting a business
  • Amending Articles of Association for taxation, practical or commercial reasons
  • Advising in relation to the legality of dividends

Aside from the above mentioned, Coddan can provide your company with numerous accountancy packages. The packages cover a wide range of services, and the price is dependent on how much trading you do throughout the year. In smaller companies that are just starting out, the company secretary performs the necessary accountancy duties in the majority of instances.

They may be doing this out of necessity rather than fulfilling the obligation because they have experience in that area of expertise. You can avoid this sort of mandatory practise by taking Coddan's accountancy services, which not only relieves the burden from the company secretary but also gives all company members’ confidence, as a qualified professional will handle the accounts.

The overall benefit of Coddan Ltd acting as your company secretary gives you the peace of mind to know that a registered formation agency can perform all the mandatory tasks that your company will have to complete with the Companies House. In addition, we can act as an additional signatory for any documents that require signing by another person aside from the director. Sometimes an extra signature is required to open up bank accounts, and Coddan Ltd will readily oblige.

Annual returns are a compulsory chore. Companies must submit annual returns and accounts to Companies House without fail and on time, otherwise they run the risk of severe fines and eventually, having their company dissolved. It is important to realise just how serious these duties are. Neglecting the annual returns and accounts could be a mistake with catastrophic consequences.

At Coddan Ltd, we understand that while some people may have a sharp business intellect and an ambitious mind that has enabled them to become successful within their field, they may not have the time or interest in conforming to the duties that are required.

The accounts and returns can be tedious and often strenuous, especially for those who have never attempted to complete them before. For a reasonable fee, Coddan Ltd will perform any secretarial duty that you require. Perhaps you are not confident with accessing computer systems, or maybe you are not good with math? In such instances, it is far easier to let Coddan's professional experts take over and relieve the burden, which will allow you to concentrate on the growth of the business.

You can prioritise your business ventures whilst allowing Coddan Ltd to keep your company updated with Companies House, which in turn, ensures that you avoid infringing on any criminal charges by refusing to file the required documents with Companies House