Company secretary—role, responsibilities and liabilities
Published by a LexisPSL Corporate expert
Last updated on 16/10/2019

The following Corporate practice 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
  • UK Corporate Governance Code
  • FRC Guidance on Board Effectiveness
  • QCA Code
  • The Chartered Governance Institute Guidance on the corporate governance role of company secretary
  • More...

Company secretary—role, responsibilities and liabilities

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:

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

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

  3. they are a person who, by virtue of their holding or having held any position or being a member of any other body, appears to the directors

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Company secretary definition
What does Company secretary mean?

The role of a company secretary is not prescribed by the Companies Act 2006 but will usually involve: maintaining the company's records and registers, filing documents with Companies House and running the agenda for and taking minutes of board and members' meetings.

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