The duties of the company secretary

As we noted earlier, the duties of the company secretary are not defined specifically within company law. However, these may be divided generally into three main areas:

• maintaining statutory registers
• completing and filing statutory forms and
• meetings and resolutions.

Maintaining statutory registers

All companies must maintain up to date registers of their key details, which include:

• a register of members
• a register of directors and secretaries
• a register of directors’ interests in shares and debentures and
• a register of charges.

The details retained within these registers would include, for example, names, addresses, dates of appointment (and resignation) and the number and type of shares held.

Completing and filing statutory forms

Part of the ‘price’ of incorporation is that a company must make public information about itself which will be readily available at Companies House. Here the role of the company secretary would extend to ensuring that, for example:

• The annual accounts are filed on time at Companies House. For a private limited company, under normal circumstances, this must be within 10 months of the end of the accounting year.
• The completion and filing of the annual return (form 363s). This is a snapshot of the general information about the company, which must be checked closely and amended if necessary, signed and dated and returned to Companies House within 28 days of the date shown on the form. If this is returned late or not returned at all, the company, its director(s) and secretary may be prosecuted.
• The potential completion of over 200 forms that the company could conceivably have to file at Companies House! The most common might include:
  • changes in directors, secretaries and their particulars (288)
  • a change of accounting reference date (225)
  • a change of registered office (287)
  • allotments of shares (88(2)) and
  • an amendment to the Memorandum and Articles of Association of the company.

Often, these forms have to be filed at Companies House within a specified deadline following the change.

Meetings and resolutions

Company law sets out procedures for conducting certain aspects of company business through formal meetings, where resolutions will be passed. A resolution is an agreement or a decision taken by the directors or members and when resolutions are passed, the company is bound by them.

Here the role of the company secretary would be to ensure that proper notice of meetings is given to those who are entitled to attend and to ensure that copies of resolutions are sent to Companies House within the relevant time frame.