Company secretaries are usually required to perform several duties to ensure the continuity of the private 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 confirmation statement 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 limited 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 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 confirmation statement, 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.
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.