COMPANY SECRETARY
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.
| | Relevant factors in choosing | | You have previously elected to form a company with only one director and one company secretary (e.g. you have chosen UKcorporator's 'one director' standard company configuration or alternatively you have subsequently selected only one director and one company secretary). Accordingly, the following needs to be borne in mind when choosing the company secretary: |
(a) | the company secretary must not also be the sole director - section 283 of the Companies Act 1985; |
(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 |
(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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The company secretary of a private company (such as the one you are forming):
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| need not be a natural person - a company or Scottish firm may be appointed as the company secretary; this is implicit in various provisions of the Companies Act 1985 (e.g. section 290(1));
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| may be the member/shareholder of the company (or one of them if there is more than one(which can only be the case if you are not using UKcorporator's standard one director company configuration));
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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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