How to Appoint a Company Secretary | Companies MadeSimple

Appointing a company secretary is a straightforward process, but understanding when it is required and how to do it correctly can help you stay compliant and organised.

Public limited companies must appoint a company secretary by law, while private limited companies can choose whether to have one. Even when not legally required, many businesses still appoint a secretary to handle compliance tasks and reduce the administrative burden on directors.

This article explains who can be a company secretary, the step-by-step process for appointing one, and how Companies MadeSimple can support you with this and other company administration tasks.

Key Takeaways

• Public limited companies (PLCs) must appoint a company secretary
• Private limited companies can choose to appoint one (unless their Articles require it)
• Anyone over 16 can be a company secretary in a private company (with some exceptions)
• The appointment must be filed with Companies House using Form AP03 or AP04
• A director can also act as company secretary in a private company
• You can appoint an individual or a corporate body
• Companies MadeSimple can help manage appointments and ongoing compliance

What Is a Company Secretary?

A company secretary is an officer of the company who ensures compliance with legal and regulatory requirements.

Their main responsibilities include:

• Filing confirmation statements and annual accounts with Companies House
• Maintaining statutory registers of directors, shareholders, and people with significant control (PSCs)
• Organising and recording board meetings and shareholder meetings
• Advising directors on governance, compliance, and legal responsibilities
• Ensuring company information is accurate and up to date

The role is primarily administrative and focused on ensuring the company meets its statutory obligations. A company secretary helps keep the business organised and ensures important deadlines are not missed.

Legal Overview: Who Must Appoint a Company Secretary?

The legal requirement to appoint a company secretary depends on the type of company.

Public limited companies (PLCs)

Every public limited company must have a company secretary at all times. This is a legal requirement under the Companies Act 2006. The secretary must also meet specific professional qualification standards.

Private limited companies

Private limited companies are not required to appoint a company secretary, unless their Articles of Association specifically state that one is needed. This change came into force in April 2008.

What happens if no secretary is appointed

If a private company does not appoint a company secretary, the directors take on the responsibilities. This includes filing statutory documents, maintaining registers, and ensuring compliance with Companies House and HMRC requirements.

Companies MadeSimple can handle appointments and filings to help ensure your company stays compliant.

Why Appoint a Company Secretary?

Even when not legally required, appointing a company secretary can bring several benefits.

Reduces directors' administrative burden

Directors can focus on running the business and making strategic decisions, while the company secretary handles compliance and administrative tasks.

Ensures compliance and accurate filings

A company secretary manages deadlines for confirmation statements, annual accounts, and other statutory filings. This reduces the risk of late submissions and potential fines.

Improves governance and record-keeping

Having someone dedicated to maintaining registers, organising meetings, and keeping records ensures the company operates smoothly and professionally.

Enhances professionalism and investor confidence

Appointing a company secretary demonstrates a commitment to good governance. This can boost credibility with investors, lenders, and regulatory bodies.

If you need support with compliance tasks, Companies MadeSimple offers company secretarial services to help manage ongoing company administration.

Who Can Be Appointed as a Company Secretary?

The eligibility requirements differ between private and public companies.

Private limited companies

For a private company, anyone aged 16 or over can be appointed as company secretary, including:

• One of the company's directors
• A shareholder or employee
• An external professional or service provider
• A corporate body or professional firm

The person or entity cannot be:

• The company's auditor
• An undischarged bankrupt
• Someone who has been disqualified from acting as a director

A director can also act as company secretary, although separating the roles can improve governance by creating checks and balances.

Public limited companies (PLCs)

Public companies must appoint a secretary who meets the professional qualification requirements set out in Section 273 of the Companies Act 2006. This typically means the person must:

• Be a qualified accountant
• Be a qualified solicitor
• Be a member of the Chartered Governance Institute UK & Ireland
• Have at least three years of experience as a company secretary of a public company

These requirements ensure that public companies have access to professional expertise in compliance and governance.

How to Appoint a Company Secretary (Step-by-Step)

Appointing a company secretary involves a few straightforward steps.

1. Check your company's Articles of Association

Before making an appointment, review your Articles of Association to confirm whether your company is required to have a secretary. If the Articles require one and you do not currently have a secretary, you must appoint one to remain compliant.

2. Identify a suitable candidate

Choose an individual or corporate body who is eligible to act as company secretary. Consider whether you want to appoint someone internally (such as a director or employee) or outsource the role to a professional service provider.

3. Obtain written consent to act

The person or corporate body being appointed must provide written consent to act as company secretary. This confirms they understand the role and are willing to take on the responsibilities.

4. Pass a board resolution

The directors must meet and pass a resolution agreeing to the appointment. This decision should be recorded in the minutes of the board meeting.

5. Notify Companies House

File the appointment with Companies House within 14 days using the appropriate form:

• Form AP03 for appointing an individual
• Form AP04 for appointing a corporate body

The form requires details of the appointee, including their name, address, date of birth (for individuals), and the date of appointment.

6. Update your statutory registers

The company's register of secretaries must be updated to reflect the appointment. This register should include the secretary's name, address, and the date they were appointed.

Companies MadeSimple can assist with this process quickly and accurately, ensuring all forms are filed correctly and on time.

Outsourcing vs. In-House Appointment

When appointing a company secretary, you can choose between an in-house appointment or outsourcing the role to a professional service provider.

In-house appointment

Appointing a director, employee, or shareholder as company secretary provides direct oversight and ensures someone within the business is handling compliance tasks.

However, this adds to their workload and may not be practical for busy directors or small teams.

Outsourced appointment

Many businesses outsource the company secretary role to an accountancy firm, solicitor, or professional company secretarial service. This provides access to professional expertise, ensures compliance, and reduces the administrative burden on directors.

Outsourcing is particularly useful for companies with complex structures, multiple directors, or limited internal resources.

Companies MadeSimple's company secretarial services can manage ongoing compliance, filings, and administration, allowing you to focus on running your business.

How to Remove or Replace a Company Secretary

If a company secretary resigns or is removed, the company must update Companies House and its internal records.

1. Pass a board resolution

The board meets and agrees to the removal or resignation. This decision is recorded in the minutes of the meeting.

2. Notify Companies House within 14 days

The company must file Form TM02 (Termination of Appointment of Company Secretary) with Companies House. This must be done within 14 days of the termination.

3. Update company registers and records

The register of secretaries must be updated to reflect the change. If a new secretary is being appointed, follow the appointment process outlined earlier.

4. Inform banks and relevant stakeholders

Banks, accountants, and other stakeholders may need to be informed of the change, particularly if the secretary was an authorised signatory or contact person.

Common Mistakes to Avoid

Here are some common mistakes to avoid when appointing a company secretary:

Failing to check the company's Articles before appointment

Always review your Articles of Association before making an appointment. If your Articles require a secretary and you do not have one, you must appoint someone to remain compliant.

Not filing changes promptly with Companies House

All appointments and terminations must be filed with Companies House within 14 days. Late filings can result in penalties.

Overlooking statutory register updates

The register of secretaries must be kept up to date. Failing to update this register can cause compliance issues.

Confusing administrative duties with legal obligations

While a company secretary handles administrative tasks, directors remain legally responsible for ensuring the company meets its obligations. Appointing a secretary does not remove this responsibility from directors.

The Value of Professional Company Secretarial Support

Professional company secretarial support can save time, reduce errors, and ensure your company stays compliant with all legal requirements.

A professional service provider:

• Manages all filings and deadlines
• Maintains accurate statutory registers
• Provides expert guidance on compliance and governance
• Reduces the administrative burden on directors
• Ensures consistency and accuracy in company records

Companies MadeSimple's services make appointment and ongoing management simple and compliant, giving you peace of mind that your company administration is handled professionally.

Conclusion

Appointing a company secretary is a straightforward process that can help ensure smooth governance, compliance, and professionalism.

Whether you choose to appoint a director, employee, or external service provider, the key steps are the same: obtain written consent, pass a board resolution, file the appointment with Companies House, and update your statutory registers.

For private companies, appointing a secretary is optional but can reduce administrative pressure and improve governance. For public companies, it is a legal requirement that must be met.

If you need support with appointing a company secretary or managing ongoing compliance, explore Companies MadeSimple's company secretarial services to find out how we can help.

Frequently Asked Questions

How do I appoint a company secretary?

Directors typically appoint a company secretary by passing a board resolution. The appointee must give written consent, and the appointment must be filed with Companies House using Form AP03 (for individuals) or AP04 (for corporates). Statutory registers should then be updated.

Is it mandatory to appoint a company secretary?

Public limited companies (PLCs) must legally appoint a company secretary. For private limited companies, it's optional unless their articles of association require one. Many still appoint a secretary for compliance and efficiency.

Who can be a company secretary?

For private companies, anyone over 16 who is not bankrupt or disqualified can act as secretary. For public companies, the appointee must be a qualified professional, such as a solicitor, accountant, or chartered secretary.

Can a director also act as the company secretary?

Yes, in private companies a director can serve as the company secretary. 

Can I appoint a corporate secretary instead of an individual?

Yes. Many companies choose to appoint a corporate body or professional secretarial service to manage compliance, filings, and governance duties.

How do I remove a company secretary?

A board resolution is passed to confirm the removal or resignation. Companies House must be notified within 14 days using Form TM02, and the company's statutory registers should be updated.

What happens if I don't appoint a company secretary?

If no secretary is appointed, the company's directors must take on all related duties, such as filing returns, maintaining registers, and ensuring compliance with the Companies Act 2006.

Why should I appoint a company secretary if it's optional?

Appointing a secretary reduces administrative pressure on directors, ensures timely compliance, improves governance, and demonstrates professionalism to investors, banks, and regulators.

Can Companies MadeSimple help with this process?

Yes. Companies MadeSimple offers professional company secretarial services to manage appointments, filings, and compliance efficiently, helping you stay organised and legally compliant.