Choosing a Company Secretary

The Companies Act 1985 states that all limited companies must have a company secretary who is responsible for ensuring that the company’s statutory obligations are met.

The duties of the company secretary include: issuing share certificates and recording transfers of shares, preparing and submitting the annual returns, maintaining the register of directors, maintaining the register of members and debenture holders, and notifying Companies House of the appointment or resignation of any company directors.

As discussed in our article on forming a limited company, if a company has two or more directors then one of them can act as the company secretary in addition to being a director.

However, if a limited company is formed with only one director, then that director cannot be company secretary as well, and a separate person has to fulfil the role of company secretary.

Many people setting up a limited company on their own choose their spouse or another family member to act as company secretary.

Alternatively, the company secretary role can be outsourced and there are many firms that offer a virtual company secretary service in return for a modest fee. Clearly, this offers an attractive proposition as such firms should have the relevant expertise required to do the job effectively.

If you decide to appoint your spouse as company secretary, then this does offer the opportunity for the role to be remunerated, which can offer certain tax advantages. However, care needs to be exercised and your accountant should be consulted to advise on the best way to take this forward.

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