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

Important Role of a Company Secretary

Important role of a company secretary

Duties of a Company Secretary

Duties of a Company Secretary

The limited 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 private 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.