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Choosing a Company Secretary

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Choosing a Company Secretary: A Jack Ross Guide

Introduction: Why You Need to Appoint a Company Secretary

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Whether you are in the midst of forming a company or running an established business, appointing a company secretary is a crucial step. In accordance with the Companies Act 2006, many companies are required by law to appoint a company secretary. In this article, we will explain why you might need a company secretary and how to go about choosing one.

Importance of the Role of a Company Secretary

The role of a Company Secretary is pivotal in ensuring the smooth operation of a business. They act as a liaison between the board of directors and shareholders, ensuring that all legal obligations are met and that the company adheres to its constitution. Among many duties, a Company Secretary is responsible for organising board meetings, preparing minutes, and maintaining statutory books. They also play a crucial role in shareholder communication, disseminating annual reports and facilitating dividend payments. Additionally, they oversee compliance with various regulations and ensure that the company is up-to-date with its filings to Companies House.

Key Considerations When Appointing a Company Secretary

Role and Duties of a Company Secretary

The duties of a company secretary may vary depending on the size of the company. However, key responsibilities generally include maintaining statutory registers, ensuring that the company is compliant with legal requirements, and managing company documents.

Statutory Requirements

According to the Companies Act 2006, public limited companies must have one company secretary. Private limited companies, on the other hand, do not necessarily need to have a company secretary but may choose to appoint one. If a secretary is appointed, Companies House must be notified.

Experience in the Role

When hiring a company secretary, it is vital to consider their experience in the role. A chartered company secretary will often bring a higher level of expertise, especially in matters of corporate compliance and governance.

How Soon Do You Need a Company Secretary After Incorporation?

Public companies must have two directors and a corporate or public secretary appointed upon formation. For private companies, appointing a company secretary is optional.

How to Appoint a Company Secretary

To appoint a company secretary, you must provide the following information to Companies House, either through WebFiling or by post using this template:

  • Full name
  • Registered office
  • Service address

How to Remove a Company Secretary

If you no longer need a company secretary, you need to tell Companies House within 14 days of the removal.

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Restrictions on Who Can Act as a Company Secretary

To act as a Company Secretary, an individual must not have been disqualified from being appointed as an officer under the Companies Act 2006 unless he/she has been given permission from the court or carrying out this duty would mean their disqualification being lifted. There are no restrictions placed on what nationality or profession an individual has to possess; they just need to meet these criteria.

Conclusion: Make the Right Choice for Your Company’s Needs

Appointing a company secretary is an important decision that has implications for your company’s governance and legal standing. Whether you operate a private limited company or a public one, choosing the right company secretary can significantly impact how well your company meets its statutory and corporate obligations.

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A company secretary is responsible for ensuring that all statutory requirements are fulfilled in respect to the running of the company, such as filing documents with Companies House, making sure shareholders and directors are aware of meetings and ensuring the accurate maintenance of registers associated with the company. The company secretary may also be tasked with handling administrative tasks and helping ensure that all regulations specified in the Articles of Association are adhered to.

Upon appointing a new Company Secretary, it’s important that you inform both existing and prospective shareholders, as this will be recorded on any future registry entries submitted by Companies House. It would also be wise for companies to make sure their articles comply with all legal requirements when informing their shareholders about these procedures.

Before appointing your new Company Secretary, it’s important to check whether they are experienced in dealing with matters regarding corporate governance – some complex companies may require specific skill sets when it comes to upholding best practice regulations. It would also be beneficial for companies to make sure their Articles contain provisions concerning any special functions they may wish their Corporate Secretary or other officer may perform.

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