Companies Act
1985 section 283(1) requires that a limited company must have a Company
Secretary, who will perform a variety of tasks crucial to the smooth
running of the company, which includes making sure that the company's
statutory obligations are met.
The company secretary of a private limited company needs no
formal qualifications. Though company secretary of Public Limited
Company (plc) must be properly qualified or have relevant experience.
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The company secretary usually undertakes the following duties:
(a) Maintaining the statutory registers. These are:
- the register
of members (section 352);
- the register
of directors and secretaries (section 288);
- the register
of directors' interests (section 325);
- the register
of charges (section 407 or 422 for Scottish companies); and
- for public
companies only, the register of interests in shares (section 211).
(b) Ensuring that statutory forms are filed promptly. You cannot simply
send a letter to notify the Registrar that you wish to change the situation
of the company's registered office or that changes have occurred among
directors or secretaries or their particulars. You should normally use
forms 287 and 288a, b or c as appropriate. You may also use the annual
return Form 363s in some circumstances if the return is due at the convenient
time. Changes of directors' and secretaries' details must be notified
within 14 days. There are many other forms that need to be delivered
to the Registrar. See Chapter 4, 'What you have to send to Companies
House', for more information.
(c) Providing members and auditors with notice of meetings. You must
give them 21 days written notice of an annual general meeting. You must
give them 14 days written notice of a meeting which is neither an annual
general meeting or a meeting to pass a special resolution. If you are
the secretary of an unlimited company, the written notice required is
7 days.
(d) Sending the Registrar copies of resolutions and agreements. You
must send him copies of every resolution or agreement to which section
380 applies, for example special and extraordinary resolutions, within
15 days of them being passed.
(e) Supplying a copy of the accounts to every member of the company,
every debenture holder and every person who is entitled to receive notice
of general meetings - also copies demanded by anyone under section 239
of the Act. You must send accounts at least 21 days before a meeting
at which they are to be laid - see section 238 of the Act.
(f) Keeping, or arranging for the keeping, of minutes of directors'
meetings and general meetings.
(g) Ensuring that people entitled to do so, can inspect company records.
For example, members of the company and members of the public are entitled
to a copy of the company's register of members, and members of the company
are entitled to inspect the minutes of its general meetings and to have
copies of these minutes.
(h) Custody and use of the company seal. Companies no longer need to
have a company seal but if they do, the secretary is usually responsible
for its custody and use. (Company seals can be bought from legal stationers
and company formation agents.)
Special duties
As the secretary is an officer of the company under section 744 of the
Act, they may be criminally liable for defaults committed by the company.
For example failure to file - in the time allowed - any change in the
details of the company's directors and secretary, and the company's
annual return.
The secretary may also have to make out a statement of the company's
affairs if an administrative receiver or a provisional liquidator is
appointed, or if a winding-up order is made. (Sections 47 (Section 66
for Scotland) and 131 of the Insolvency Act 1986.)
With
our company secretarial service @ £125
a year, you can be sure that these important statutory
requirements are fulfilled, leaving the day to day running of the company
to the directors. We shall make sure the filing of company accounts
and annual returns lodged in time, provided you give us all requisite
information and documents in time.
As
your Company Secretary, we shall deal with company changes that include:
- Maintaining
the Register of Directors and Secretary
-
Issuing share certificates and recording transfers of shares.
-
Maintaining the Register of Members and Debenture Holders.
-
Arranging for charges to be registered and recorded in the Register
of Charges.
-
Preparation and submission of the Annual Returns (payable fee additional)
-
Filing of documents at the Companies Registry including changes
of registered office, changes of directors and secretary.
-
Duties other than those set out above will be carried out at a rate
of £40 per hour. Contact
us.
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