Secretarial

Company secretarial duties refer to the legal and regulatory responsibilities a company must fulfil to remain compliant with Companies House and UK company law. These include:

• Maintaining the statutory registers (e.g., of directors, shareholders, PSCs)
• Filing confirmation statements (annually)
• Preparing and submitting annual accounts
• Notifying Companies House of changes (e.g., in directors, share capital, registered office)
• Issuing and managing share certificates

While the role of Company Secretary is optional for private limited companies, the duties still need to be performed—usually by a director, accountant, or professional adviser.

Tip. Setting up a calendar reminder for the annual deadline (a few months prior) can help avoid unexpected penalties.

For private limited companies, it’s not mandatory to appoint a Company Secretary unless the company’s articles of association require it. However, many businesses choose to appoint one for governance and compliance support.

For public limited companies (PLCs), appointing a qualified Company Secretary is a legal requirement under the Companies Act 2006.

Tip. Instead of a company secretary have you considered appointing your spouse or partner as a second company director? There are potential tax benefit in doing so. Talk to a professional accountant for advice on this.

A confirmation statement (previously known as the annual return) is a snapshot of your company’s key information, such as:

• Directors and secretary
• Registered office address
• Share capital
• Shareholders
• Persons of Significant Control (PSCs)

It must be filed at least once every 12 months, and within 14 days of the review period’s end. Even if nothing has changed, you must still confirm the details are correct. Failure to file can result in fines or company strike-off.

Tip. File the confirmation statement on the same day that your accounts are due for filing. This will change future filing dates to that date. You can submit both at the same time.

Every company must maintain up-to-date statutory registers, which typically include:

• Register of directors and secretaries
• Register of members/shareholders
• Register of persons with significant control (PSCs)
• Register of charges (if applicable)
• Register of allotments and transfers of shares

These registers must be kept at the company’s registered office or a Single Alternative Inspection Location (SAIL) and made available for inspection upon request.

Tip. Digital records of these are fine.

Failure to meet your company secretarial obligations can result in:

• Late filing penalties
• Strike-off proceedings by Companies House
• Loss of good standing (affecting credit or investment)
• Personal liability for directors in cases of serious non-compliance

It’s essential to ensure regular updates and accurate records. Many small businesses outsource this function to accountants or corporate service providers for peace of mind.

Tip. Striking off proceedings can be suspended by contacting companies house.