Appointment of a company secretary
Appointment of a company secretary

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Appointment of a company secretary
  • The role of a company secretary
  • The requirement to have a company secretary
  • Experience and qualifications of a company secretary
  • Public company
  • Private company
  • Appointment of a company secretary
  • On incorporation
  • After incorporation
  • Notification details of secretary to be provided to Companies House—individual secretary
  • More...

This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be appointed. It does not discuss how a company secretary of a public company or a private company may resign or be removed, as to which see Practice Notes: Resignation of a company secretary and Removal of a company secretary.

The role of a company secretary

The role and specific duties of a company secretary are not prescribed by the Companies Act 2006 (CA 2006) and will usually be governed by the secretary’s contract of employment. In general, a company secretary’s role will encompass, among other things:

  1. the maintenance of the company’s records and registers, both statutory and non-statutory

  2. running the agenda for, and taking minutes of, board meetings and members' meetings, and

  3. filing documents with Companies House, as required by statute

However, it should be noted that a provision requiring or authorising a thing to be done by, or to, a director and the company secretary is not satisfied by its being done by, or to, the same person acting both as director and as, or in place of, the company secretary.

The company secretary of a private company or a public company can either be an individual or a corporate (being a body corporate or a firm that is a legal person under the

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