Do I need to appoint a company secretary?

Under the law, you do not need to appoint a company secretary for a private company – but should you?

A private limited company may choose to include a provision within its articles of association that specifically requires the appointment of a secretary. If such a provision is in place, then a secretary must be appointed at all times, regardless of what the Companies Act 2006 says.

Other companies may choose to appoint a secretary to keep your filings at Companies House up to date, and to advise the board on issues of good corporate governance.

In this article, we look at how having a secretary can provide significant benefits, such as ensuring compliance with legal obligations, managing administrative tasks, and offering expertise that can support the company’s growth and operations.

Does my company need a secretary?

When you first incorporate your company, you have the option to appoint a secretary. Section 270 of the Companies Act 2006 expressly says that private companies do not need a secretary.

• How do I appoint a company secretary?
• What is the role of a company secretary?
• Reporting a change of name for a company director, secretary, shareholder, or PSC

However, your articles of association may require that you have a company secretary. Check your articles first, and if they require the company to have a secretary, the company must continue to have one unless you change the articles.

If you have chosen to incorporate your company under the model articles (the default articles prescribed by the Companies Act 2006), then there is no requirement to appoint a company secretary.

Company secretary vs office secretary

We should make clear at the outset that the name is a bit misleading. Company secretaries are not ‘secretaries’ in the usual sense of the word. They are not on reception or at the front desk of the business, answering calls or handling diary management.

They are often senior people within the business who are entrusted with important compliance issues, and they may have influence in the board room.

Why appointing a company secretary can benefit your business

Saves you time

Company secretaries are generally responsible for ongoing obligations such as filing the required legal documents at Companies House.

This can be time-consuming and stressful, especially for a single-director business.

Mitigates the risk of late filing penalties

The consequences of late filing are usually penalties such as a fine, but you can also incur criminal sanctions, so it’s vital to have somebody you can trust to get this right.

Helps to mediate boardroom discussions

In the long term, a secretary can facilitate dialogue in the boardroom to ensure directors make effective, well-informed decisions. They often become among the longest-serving members at board meetings, helping sustain business culture when people come and go. They are also aware of corporate history, which can impact future decisions.

Legal duties of a company secretary

The Companies Act 2006 does not specifically set out the duties and responsibilities of a company secretary. But a company secretary is an ‘officer’ of the company, so in that respect, they will be held to the same standards as directors.

They can also sign (or co-sign) legal documents on behalf of the director(s). This includes documents such as share certificates, the confirmation statement, and financial documents such as cheques and formal company contracts.

While the Companies Act 2006 does not prescribe detailed duties for limited company secretaries, a breach of the core functions can result in personal liability. For example, if the company fails to meet Companies House filing requirements and deadlines, the company secretary may have to pay the fine personally.

What does a UK company secretary do?

The role of the company secretary varies from company to company. In some companies, it is a purely administrative role. In others, the company secretary plays a key role in advising the board on procedures, corporate governance, strategy, and decision-making.

Responsibilities are assigned to the secretary under the company’s articles of association, or they are specified in the individual’s contract of service.

In small companies, secretaries often take on additional responsibilities, such as:

• Managing payroll
• VAT registration (if and when required)
• Insurance
• Pensions
• Health and safety
• Paying Corporation Tax

Filing records at Companies House

One of the key responsibilities of the company secretary is to manage the filings at Companies House.

Limited companies must file documents at Companies House and keep their records up to date. This includes documents like:

• The Certificate of Incorporation
• The articles of association
• Share certificates
• Annual accounts
• Confirmation statement
• Resolutions and agreements
• Appointment and termination of directors

If you don’t have a secretary to maintain these records, the directors must take on the responsibility themselves.

Appointing a secretary for this role allows you to delegate this responsibility to a trusted person who is equally invested in ensuring that the filings are correct, up-to-date, and filed within the deadlines. In short, it saves you time and stress.

Maintaining the registered office address

The registered office address is the official address of the company, listed on the Companies House public register of companies. It is where its statutory records must be kept and be made available for inspection, unless they are stored at a SAIL (Single Alternative Inspection Location) address.

Company secretaries maintain the registered office address and the documents kept there, so that they are ready for public inspection upon request.

If the address of your registered office changes, the secretary will update the record at Companies House.

Arranging board meetings

Secretaries are normally responsible for arranging board meetings. They prepare the agenda and distribute it in advance. If required, they circulate proposed written resolutions to members ahead of the meeting.

During the meeting, they take accurate minutes and maintain a central database of meeting minutes.

After the meeting, they draft communications to shareholders and provide the auditors with any resolutions approved by shareholders.

Financial compliance

The secretary may be responsible for financial compliance within the company. For example, they ensure that financial transactions, such as dividend distributions, are carried out correctly. On a broader scale, they make sure that the company and its officers act within their powers when it comes to financial matters.

To do this role well, the secretary must be familiar with the company’s internal constitution (the memorandum and articles) and have a good understanding of the Companies Act 2006.

Other compliance responsibilities

A company secretary may also oversee other compliance issues within the business, such as:

• Health and safety
• Data protection
• Human rights and modern slavery
• Cyber security
• Diversity, equity and inclusion (DEI)
• Climate change and sustainability reporting
• Operational risk management, which can include AI-related risks

Companies used to have to keep a local register of secretaries, but this statutory obligation was abolished on 18 November 2025. This information is now held centrally at Companies House.

What skills should a company secretary have?

You don’t necessarily need to hire somebody new for the role of company secretary. You could give a current employee these additional responsibilities if you think they’re capable and have enough time to dedicate to it. Alternatively, you could instruct an external professional services provider who is an expert in the role.

The skills that make a good company secretary are:

• A solid understanding of company law
• Good knowledge of financial compliance
• Excellent organisational skills
• Excellent communication skills
• Attention to detail
• Good note-taking abilities

You might think that your general counsel or in-house lawyer fits the bill, if you have one. However, the roles of company secretary and general counsel will give rise to conflicts of interest, so they should be held by separate individuals.

In a similar vein, your company secretary cannot be the auditor of the company. This is expressly disallowed by section 1214(2) of the Companies Act 2006.

A company secretary of a private company does not need any formal qualifications. But it’s worth noting that courses are available to train people in the skills needed to become a certified company secretary. You could hire a qualified person specifically for this role. In public companies, it’s a requirement to have a person with specific qualifications for the role.

How to appoint or remove a company secretary

When the company is first incorporated, you will file a Form IN01. This is your application to register the company. If you choose to have a company secretary, they will be named on that form.

Subsequent appointments are made by the directors, and a notice of the appointment of a secretary will be filed at Companies House. This must be done within 14 days of the appointment, and you must use Form AP03 if you are appointing an individual (rather than a corporate body).

Your company secretary can resign from the role without board approval (unless the articles say otherwise).

If you want to remove the company secretary, that is typically a decision for the directors and does not require shareholder approval.

It’s worth remembering that if your articles of association require a secretary, any removal must also consider an amendment to the articles if you intend to continue without the role going forward.

Get started with your company formation

You can incorporate your company with or without a company secretary. There is no requirement that you have somebody in this role. However, a company secretary can be invaluable in keeping your filings at Companies House up to date and ensuring you don’t miss any deadlines for your filings. They can also have a facilitative role in board discussions and help the business run smoothly.

If you’re in the process of setting up your company, 1st Formations offers expert help, including formation packages that support accurate filings and compliance from day one.