PRIVATE COMPANY SECRETARIES
Role | A company secretary, being an officer of a company along with the director(s), is responsible for various 'housekeeping' duties in relation to the company. The company secretary takes directions from the director(s) and gives effect to the resolutions of the director(s) by, for example, ensuring appropriate lodgement of statutory forms at Companies House, maintaining the company's statutory registers, preparing and sending notice of meetings of members/shareholders, keeping or arranging for the keeping of minutes of meetings of the directors' and the members/shareholders etc.
| | Number | All companies are required to have at least one company secretary - section 283 of the Companies Act 1985. For practical reasons, UKcorporator allows no more than 5 company secretaries.
If more than one company secretary is appointed, such secretaries are appointed as 'joint' company secretaries - section 10(2) of the Companies Act 1985. By way of example, all of the partners in a firm of, say accountants, may be appointed as the joint company secretaries of a company - this is recognised by section 290(2) of the Companies Act 1985.
| | Relevant factors in choosing | | One director private companies |
(a) | the company secretary must not also be that sole director - section 283 of the Companies Act 1985;
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(b) | the company secretary must not be a corporation the sole director of which is also to be the sole director of the proposed company - section 283(4)(a) of the Companies Act 1985. For example, if proposed company A's sole director is to be B and B is the sole director of corporation C, C must not be appointed the company secretary of A, and
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(c) | the company secretary must not be the sole director of a corporation which in turn is to be the sole director of the proposed company - section 283(4)(b) of the Companies Act 1985. For example, if proposed company A's sole director is to be company B and B's sole director is C, C must not also be appointed the company secretary of A.
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Companies House takes the view that the restrictions in (a), (b) and (c) above do not operate if there is more than one company secretary. For example, with regard to the restriction mentioned in (a) above, Companies House will register a private company with one director and two company secretaries, where one of the company secretaries is also the sole director. So the director could be A and the company secretaries could be A and B. In this example however, the company would clearly be in breach of section 283 of the Companies Act 1985 if B subsequently resigned as one of the company secretaries of the company, leaving A as both the sole director and the sole company secretary.
| | Private companies generally | The company secretary of a private company (such as the one you have elected to form):
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| may, if there is more than one director, be one of those directors;
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| may be the member/shareholder of the company (or one of them if there is more than one);
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| need not be a natural person - a company or Scottish firm may be appointed as a company secretary; this is implicit in various provisions of the Companies Act 1985 (e.g. section 290(1));
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| need not have any special formal qualifications;
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| in the case of a company proposed to be registered in Scotland (as opposed to 'England and Wales') - must not be under the age of 16 - Age of Legal Capacity (Scotland) Act 1991;
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| in the case of a company proposed to be registered in 'England and Wales' (as opposed to 'Scotland') - need not be of any particular minimum age, however, careful consideration should be given as to whether a proposed company secretary who is a minor, has the legal capacity to consent to act as a company secretary and to carry out the duties of a company secretary;
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| need not be younger than any particular age (i.e. there is no maximum age limit);
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| may be a non-British national - however, it is possible that UK immigration laws may restrict the work activities which such a company secretary may undertake whilst in the UK; If in doubt, advice may be sought from the Home Office Immigration and Nationality Directorate; and
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| may, under the Companies Act 1985, be from an overseas country (i.e. outside of England, Wales or Scotland in terms of residency, domicile, citizenship, place of incorporation, or all or any of those concepts). Nevertheless, this general proposition may be subject to any applicable foreign investment rules which may apply from time to time.
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| Assistant or deputy company secretaries | | In addition to the appointment of a company secretary (or joint company secretaries) a company may appoint one or more assistant or deputy company secretaries. (This is implicit in section 283(3) of the Companies Act 1985). If the office of company secretary is vacant or if there is for any reason no company secretary capable of acting (e.g. if he or she is sick or overseas or on holiday) anything which is required or authorised to be done by or to the company secretary, may be done by or to the assistant or deputy company secretary (or secretaries) or, if there is no assistant or deputy company secretary capable of acting, by or to any officer of the company authorised generally or specifically in that behalf by the directors - section 283(3) of the Companies Act 1985. There is no requirement (or facility) to nominate any proposed assistant or deputy company secretary in the relevant forms to be lodged at Companies House when registering a company. Such appointment, however, may be made by the directors once the company is registered. (The articles of association implied by law if articles are not lodged at Companies House (e.g. Table A for a company limited by shares) and the articles of association which UKcorporator will produce, define 'secretary' as including an assistant or deputy secretary and give ample power to appoint such persons.) |
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