Benefits of company formation with nominee secretary: if you want to set up a company using a nominee secretary, Coddan has the expertise and resources to do it for you. Online company formation with a nominee secretary is a simple and straightforward process with Coddan. Our streamlined service means there's no need for costly solicitors and long hours spent in meetings and dealing with administrative matters. With us, all you need to do is fill out our online application form, and then, using our nominee secretary, we will register your details with Company House and your new enterprise will be formed.
Our nominee secretary service is swift, and our fees are low, starting at just £125, which is chargeable once a year as this service must be renewed or it will expire. We provide a range of payment options for clients, from online via our website to bank transfer to cash at our office, and even via PayPal. When the company is formed, you will get all of the legal documentation to prove the new company's existence.
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:
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:
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:
ANNUAL FEES FROM £400.00
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:
Every company in the UK should have a secretary as well as at least one director, and one cannot serve as the other. Nominee secretary services are beneficial to those wishing to incorporate who may not have enough experience with the company administration to propose for this crucial position.
If the company directors are located outside of the UK, it may be beneficial for them to have a signatory in the country, with the nominee secretary acting in that role. A company secretary is bound by UK company law to take care of the statutory registers as well as ensuring that annual reports and accounts are prepared on time and filed with Companies House and HM Revenue & Customs.
As part of our nominee secretary package, we will handle these duties for you. You don't have to be concerned, however, that we or the nominee secretary we use will have any control or influence over your new company. Our nominee will be part of the company in name only, and will not play any active role in its affairs. You may change the secretary at any time. For the best company formation with nominee legal secretary, choose the best – choose Coddan.
Advantages of a company registration with a nominee secretary. There are a number of advantages for businesses when they appoint a nominee secretary: the company secretary will be able to advise the company's directors on various matters such as legal and legislative changes that may affect the company. Having a company secretary is not the a legal requirement any more, if the is no one knows the legal requirements, responsibilities, to take on this role then a nominee secretary is a great option. By appointing an independent nominee secretary you can be sure that, as a company director, you are getting the best advice and support. This then leaves you free to concentrate on running and growing the business. If you need an assistance with company registration with a nominee secretary, 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).
At Coddan, we provide company formation with a nominee secretary at highly competitive prices and in a short amount of time. Every company in the UK must have a director or directors and may have a company secretary, and a director cannot also serve as the secretary. These essential company officers don't have to be based in the UK or be British; they can be anywhere in the world and be of any nationality.
There are various reasons why people want to have company registration with a nominee secretary, and they include not having sufficient personnel to nominate for the position. Also, if clients are based outside the UK, they may want a signatory who is in the UK, and in this case that would be the nominee secretary.
Under company law, a company secretary is responsible for looking after statutory registers and making sure accounts and reports are filed with the authorities on time. They also have responsibility for meetings and resolutions. We can handle all of these affairs on your behalf, leaving you free to get on with the running of your business and not become bogged down in a lot of administrative work. This is especially helpful for sole traders who choose to incorporate as a limited company using our nominee secretary service.
However, when using us as your nominee secretary, we won't be involved in running your business in any way. You will still maintain full control and ownership of your business, and you can change the company secretary at any time. We have a number of incorporation with a nominee secretary packages, starting from just £125.00, which is payable yearly. To apply, all you need to do is fill out our online application form, which is approved by Companies House, and we will do the rest.
When your company is set up, we will provide you with all the legal documentation for your files. These include the certificate of incorporation as well as the memorandum and articles of association. Each package comes with a range of services, including maintaining statutory registers, ensuring that required information is filed with the authorities and facilitating the opening of a business banking account, among others. We have many years' experience setting up companies using our nominee secretary service. If you would like to know more about this, talk to us today and we'll be happy to advise.
Until six of April 2008, all UK companies, public or private, needed to have a company secretary. The paradox is that then, as now, there was no job description for the company secretary in company's legislation. As a result, many small private companies filled the post by giving it to one of the directors. A company with only one director could not double up the role, so a spouse or employee was often press-ganged into the service.
Very small private companies there remains an administrative job to be done, whether a company secretary is formally appointed to do it or not. There are still returns to be filed with Companies House, registers to be kept up to date, paperwork to be processed.
The difference is that there is now no requirement for the person doing the job to be registered at Companies House as secretary, or to file new particulars when the secretary changes.
Where there is no secretary, and no deputy or assistant, the Companies Act says that anything required to be done by secretary can instead be done by someone authorised by the board of directors. Similarly, anything to be done to the secretary, such as the service of notice, can be done to anyone authorised by the directors for that purpose.
As noted above, there is no easily accessible job description for a company secretary. There are certain duties dotted around, the Companies Act that are core to the role of most holders of the office, but there are other responsibilities often added to the post, such as property management, pensions administration, the operation of share and other incentive schemes, and maintaining adequate insurance cover.
The secretary attends all board meetings and is directly answerable to board. Meetings of the directors will be convened by the secretary in conjunction with the chairman, an one or the company secretary's prime function will be produce minutes of the board meeting. Indeed, it is the requirement of the Companies Act that minutes of all meetings of directors are produced and kept for at least 10 years.
Failure to do so is an offence punishable by a fine. Another core task for the secretary is to maintenance of the statutory registers. The share register, which is the definitive record of who the company's shareholders are, who can vote, and to whom dividends are paid. Transfer of shares need to be entered in the register and dealt with according to the company's articles. Most companies with a share register of any size will contract out this work to the professional registrars, such as Coddan Ltd.
The registers of directors and secretaries that record the personal details of the company's office holders and reflect the information filed at Companies House. The register of charges in which details of all mortgages and other charges granted by the company to its lenders and other parties must be recorded. There are many returns that a company needs to make to Companies House to update the information held on the public record – changes to the board, share issues, the passing of certain shareholder resolutions and annual return, which is a snapshot of the company at a particular date in the year, recording details of the directors, the issued share capital, and the current shareholders.
The secretary will also often be the person responsible for ensuring the company's name and other details appear where they should on business stationary at any premises where the company carries on business. The secretary will also look after communications with shareholders.
This will include sending then the annual report and annual accounts each year, and convening shareholders meetings (the annual general meeting). Execution of formal documents, such as property deeds, or mortgage documents, used to need the signatures of two directors, or one director and the secretary. The removal of the requirement for private companies to have a company secretary, however, forced a change in the rules. Since April 2008, any company, public or private, has been able to execute a document in one of four ways: -
A word of warning: allowing one director to sign on behalf of the company may be administratively convenient, but it can leave an individual exposed to making major decisions on their own that will bind the company. Two heads can be better that one, so best practice may be for internal company policy to insist on two signatures.
A company secretary may not be a director, but they will often be liable for breach of duty in the same way as board members. The code of directors’ duties, set in the Companies Act, is not expressed as applying to the secretary, but, as an officer of the company, the duty to promote the company's success should apply in equal measure, as should the obligations to avoid a conflict of interest, and exercise independent judgement.
Although the change in law removed the requirement to appoint a secretary "officially", however it is important to distinguish the requirement to file secretary particulars with Companies House. The latter still remains a significant essential to any company, the role of a secretary is still vital to companies, a secretary will take care of all legal filings required to stay in line with the changing legislation, it is therefore important to understand that their duties have not extinguished, even if they are not registered on public record.
If you have decided to set up a limited company but are not a UK-resident, you might wonder why it pays to ask Coddan about appointing someone to act as your nominee company secretary. There are two key reasons, the first legal and the second administrative.
The legal situation: legally, there are no nationality or residency requirements for people acting as shareholders, directors or officers; and trust or corporate entities may act in any of these three roles.
However, in addition to its one or more directors, any company may also have an appointed a nominee secretary. In a private company with only one director, that individual cannot also fulfil the role of company secretary, but all legal secretary duties will belong to a sole director of a company. In such cases, if you don't have an individual ready to undertake this role, or are not resident in the UK and require a signatory within the country, then Coddan as your company formation agent can meet these requirements for you.
The administrative burden: apart from the above stipulation, you could describe the secretary as your company administrator. Within this job title, although there is no actual legal stipulation of the role, there are accepted key areas of activity. These are to effectively maintain all statutory registers, complete and file all statutory pro forma and meetings and resolutions.
From the description alone, you will appreciate how it makes good sense to have experienced professionals take the worry of all this "official" activity from your shoulders. We do not become involved in the business affairs of your company; we will simply act as a suitable counter-signatory to any documents when your require us to do so.
One downside of trading as a limited company: it often makes sound business sense to operate as a limited company. The downside can be having to ensure that you are always fully compliant with the changing complexities of company law. As in any other part of life, this can seem especially worrying when it's a new experience, and you have little knowledge to fall back on. It could equally be that past experience you have enjoyed has now dimmed, and you would like a professional resource.
ince 2008, private companies have not been legally obliged to appoint a company secretary, although public companies still must. Whilst this has given small companies an element of flexibility, it has not changed the fact that the specific tasks carried out by company secretaries still need to be completed.
Many of these tasks are mandatory, including the filing of official paperwork with Companies House and the submission of annual accounts. At Coddan, we can appoint a nominee company secretary to your business - ensuring that these essential administrative duties are completed accurately and on time.
Although a company secretary is not required by law, any successful, well-run business should have someone to take responsibility for the essential duties they usually undertake. For instance, they will usually ensure that changes to directorships are filed with Companies House, and that the statutory registers are updated. They will take charge of meetings between directors, take minutes and deal with any subsequent actions.
A company secretary monitors the general operations of the organisation to ensure that it remains compliant with the law. This includes notifying Companies House of any resolutions passed by directors - using the correct submission forms.
The secretary will usually be the person responsible for gathering profit and loss accounts and submitting them in the proper way. These are statutory responsibilities of all incorporated organisations, and failure to comply can lead to hefty fines, and in the most serious cases, being struck off the companies register.
It was a legal requirement to appoint a company secretary before the introduction of the Companies Act 2006. Now that it is no longer a requirement, many companies make the mistake of thinking that a company secretary is not necessary, which is not the case.
People tend to overlook and in turn, underestimate the duties of a company secretary. The word secretary carries with it many connotations that seem daunting, which may be a reason why directors neglect the role of appointing a company secretary in the first place. However, this does not change the responsibilities that companies adhere to and the tasks that secretaries must do. In the majority of instances, companies will not appoint a secretary, and if they do, the director often adopts the role additionally.
By performing two roles in a company, this may affect your business as the likelihood of forgetting to conform to certain obligations rises. There is also the issue of additional stress that will apply to the person undertaking the extra role, and this may affect their duties all-round.
The aim of this page is to explain at length what a company secretary does, and to show the vast implications the absence of a secretary can have on your company. We will also demonstrate how having a company secretary can greatly affect the progress, efficiency, and overall success of your company, and be an asset – rather than a hindrance – to your business.
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.
Board meetings: the secretary handles all preparation and subsequent paperwork arising before and after board meetings. There are things that the secretary should do before a board meeting: -
Post-meeting duties: -
Annual general meetings: all companies are required to hold annual general meetings (the first one, no longer than fifteen months after incorporation). The secretary's role within the AGM is as follows: -
The company secretary must also conduct matters regarding the audited accounts. Here is a list of points that may be relevant to the company secretary: -
As a general consideration and for practical reasons, company secretaries should always make sure that prepare everything for the meeting in advance. This may include things like booking a certain room, ensuring that there are refreshments, and facilitating any external devices that may be required, such as an OHP.
Other duties: the payment of dividends for the company's shares or interest on debentures is usually the responsibility of the company secretary. It is not widely known that company secretaries can enter into certain contracts on behalf of the company. The responsibility of assuring that correct and accurate company documents arrive at the Registrar on time, is the responsibility of the company secretary. One must remember that the company secretary is to ensure the compliance of the provisions within the Companies Act and the memorandum of articles.
Dividends: the arrangement for the payment of dividends is usually the responsibility of the company director. The articles of association provide the priority of the payments for dividends when a company has a different class of shares. Companies pay the distribution of shares as dividends, specified by a certain amount per share. The payment of dividends can be a tricky procedure. For this reason, it is always advisable to create a control sheet in order to monitor the process.