Company secretary—role, responsibilities and liabilities
Company secretary—role, responsibilities and liabilities

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

  • Company secretary—role, responsibilities and liabilities
  • Definition
  • Qualifications of a company secretary (public company)
  • The role of the company secretary
  • Responsibilities of the company secretary
  • Corporate governance role of the company secretary
  • Powers

Definition

A public company must have a company secretary (as required by section 271 of the Companies Act 2006 (CA 2006)), who must have the requisite knowledge and experience to be the company secretary, and have certain specified qualifications.

A private company does not need to have a company secretary, unless its articles of association require it to have one. A company secretary of a private company does not need to have any particular qualifications.

A company secretary may be a natural person or a corporate entity.

Qualifications of a company secretary (public company)

Section 273 of the CA 2006 provides that it is the duty of the directors of a public company to take all reasonable steps to secure that the secretary (or each joint secretary) of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company, and has one or more of the following qualifications, namely that they:

  1. have held the office of secretary of a public company for at least three of the preceding five years

  2. are a barrister, advocate or solicitor called or admitted in any part of the United Kingdom

  3. are a person who, by virtue of their holding or having held any position or being a member of any