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Home Corporate Services Role & Responsibilities of the Company Secretary How Do the Roles of a Company Director and Company Secretary Differ?

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

How do the roles of a company director and secretary differ?

Roles of a Company Secretary

The limited company secretary is the head administrative officer within a company. Company secretaries are no longer legally necessary within a private 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.