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. In UKcorporator's standard company configurations, only one company secretary is allowed - this is quite usual.
| | Relevant factors in choosing | UKcorporator's 'one director' standard company configuration allows for only one director. Accordingly, if you elect to use UKcorporator's one director standard company configuration, the following needs to be born in mind when choosing the company secretary:
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(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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If you choose UKcorporator's standard 'two director' company configuration, you may choose one of the two directors/shareholders as the company secretary or alternatively, you may choose another person (or suitable entity) to be the company secretary.
The company secretary of a private company (such as UKcorporator's standard company formation configuration companies):
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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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| 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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| For your convenience, the above points are repeated in later guidance at the stage when you will be asked to nominate the company secretary. |
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