It was once a requirement for private limited companies to have both a director and a company secretary. These days having a secretary is optional for private limited companies, although it’s still a requirement for public companies to appoint a suitably qualified company secretary.

What does a company director do?

Directors are responsible for managing the company, and it’s their job to make decisions in its best interests. It’s also up to the directors to make sure the company complies with its legal obligations, and doesn’t miss deadlines such as submitting the Company Tax Return or annual accounts.
 

What does a company secretary do?

If your business does have a company secretary then their role can vary. They’ll often be responsible for providing advice and guidance about the governance of the company as well as more broadly administrative tasks. Again, this can be very varied, but might include:

• Keeping records about who is involved in the business, such as directors and shareholders, and their rights and responsibilities
• Submitting reports and accounts
• Arranging the company’s Annual General Meeting, giving proper notice, and circulating any documents before or after it takes place
• Working with directors to make sure they’re compliant with both corporate legislation as well as the company’s own articles of association

Who can be a company secretary?

There were originally restrictions that meant sole directors were unable to act as company secretary but this is no longer the case for private companies. Nowadays anyone (within reason!) can be a secretary in a private company, though it’s the directors’ responsibility to choose someone with knowledge and experience for the job.

In public companies the company secretary must be someone with a professional qualification or membership to a proper governing body, such as an accountant or solicitor.

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