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Company Secretaries' Responsibilities

A company secretary is a requirement of every limited company PLC's need 2 company secretaries, and specific rules about qualifications and experience must be followed. Private Limited Companies do not require a secretary to have any specific qualifications; however excellent organizational skills are a pre-requisite.

The company secretary has a responsibility to file the appropriate documents to the Registrar at Companies House. This is the same type of responsibility the director holds.

Specific duties of the company secretary have not been defined in the Companies Act but usually they are responsible for:
  • Maintaining registers of directors and secretaries, shareholders, directors interests, charges and mortgages.
  • Seeing that statutory documents are filed with the Registrar, at proper times, on appropriate forms.
  • Providing shareholder with any meeting times, changes to meeting times (21 days notice for AGM, 14 days for other.), and must supply copies of the annual accounts 21 days before the AGM (Annual General Meeting).
  • Copies of the resolutions and agreements must be sent to the Registrar.
  • Official minute keeping of the director's meetings
  • Ensuring entitled parties (e.g. shareholders) have access to view various company documents. See the public can view the register of shareholders and that shareholders can view and get copies of meeting minutes.
Submitting Documents To The registrar
Registrar only allow hard copy documents. No emails of faxed documents. Documents need to be in a format able to be scanned. Follow these guidelines:
  • Use black in only
  • Bold letters, standard type. No fancy fonts.
  • Photocopies or carbon copies are not to be used.
  • Dot matrix printer documents are not to be used.
  • A4 paper in portrait format. (not landscape)
  • Standard matt paper only, not glossy.
Protection from Fraudulent Changes
An increasing number of fraudulent registrations in regard to new company directors or changes to registered company address prompted Companies House to introduce the PROOF scheme (protected online filing). Now, once a business has registered, company information changes will only be accepted electronically. This is done via a secure logon instead of hard copy forms.
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