- Private limited companies have not been legally required to appoint a company secretary since the Companies Act 2006 came into force in April 2008.
- Public limited companies must appoint a qualified company secretary and cannot operate without one.
- Directors of a private company automatically absorb the secretarial duties if no secretary is appointed, which increases their compliance workload.
Knowing whether you need a company secretary in the UK depends entirely on your company type. Private limited companies have not been legally required to appoint one since the Companies Act 2006 came into force in April 2008. Public limited companies must have one by law. If no secretary is appointed at a private company, those duties fall to the directors by default.
This guide explains what a company secretary does, who can hold the role, and when appointing one makes sense even if you are not legally required to. The right compliance support through Sleek’s limited company accounting service can take this off your plate entirely.
What is a company secretary?
A company secretary is an officer of the company responsible for ensuring it meets its statutory and regulatory obligations. The role traditionally focuses on corporate governance, filing requirements, and maintaining accurate company records.
In practice, a company secretary handles the administrative spine of the business. That includes filing the confirmation statement, keeping statutory registers up to date, recording board decisions, and making sure the company complies with the Companies Act 2006. They are not directors, and they do not run the business, but they keep the legal and compliance machinery turning.
Are private limited companies legally required to have a company secretary?
Private limited companies in the UK are not legally required to appoint a company secretary. The Companies Act 2006 removed this requirement, which took effect from 6 April 2008. Before then, every UK company had to have one.
There is one exception. If your company’s articles of association explicitly state that a company secretary must be appointed, you are bound by that requirement. This is more common in older companies that were incorporated before 2008 and never updated their articles. If you are unsure, check your articles before assuming you can leave the role vacant.
Do public limited companies need a company secretary?
Public limited companies must appoint a company secretary by law. This is non-negotiable under section 271 of the Companies Act 2006 and applies regardless of the size of the PLC or how it operates.
The PLC secretary must also meet specific qualification standards, which we cover further down.
Private vs public companies: who needs one?
Here is a quick reference for the rules at a glance.
|
Company type |
Secretary required by law? |
Qualifications needed? |
Default if not appointed |
|
Private limited company (Ltd) |
No (since April 2008) |
No |
Directors absorb duties |
|
Public limited company (PLC) |
Yes |
Yes, formal qualifications required |
Not permitted to operate without one |
|
Limited liability partnership (LLP) |
No |
N/A |
Members handle filings |
|
Company with secretary clause in articles |
Yes (by articles, not by law) |
No |
Must appoint or amend articles |
What are the duties of a company secretary?
A company secretary’s duties span statutory filings, governance, and record-keeping. The exact scope depends on the company, but most secretaries handle the following responsibilities.
- Filing the annual confirmation statement on time
- Maintaining statutory registers, including the register of members, directors, and persons with significant control
- Issuing share certificates and updating shareholder records
- Preparing and circulating board meeting agendas, papers, and minutes
- Filing changes to directors, registered office address, and share capital with Companies House
- Ensuring the company complies with its articles of association
- Advising the board on governance and statutory obligations
In a PLC, the role expands considerably. PLC secretaries deal with stock exchange compliance, shareholder communications, and AGM administration on top of the standard duties.
Who can be a company secretary?
The qualifications required depend entirely on whether the company is private or public.
For a private limited company, almost anyone over 16 can be appointed. There are no formal qualification or experience requirements, although the person must not be the company’s auditor or an undischarged bankrupt. A director can also serve as the company secretary, provided they are not the sole director.
For a PLC, the secretary must meet at least one of the following criteria under section 273 of the Companies Act 2006.
- Held the role of secretary of a public company for at least three of the five years before appointment
- Be a chartered secretary (member of the Chartered Governance Institute UK & Ireland)
- Be a solicitor or barrister
- Be a qualified accountant (ICAEW, ACCA, CIMA, ICAS, or CIPFA)
- Hold another qualification that the directors consider gives them the necessary capability
A PLC director can also serve as company secretary, but again, not where they are the sole director.
What happens if you don’t appoint a company secretary?
When no company secretary is appointed at a private limited company, the responsibilities pass directly to the directors. They are not optional. The duties still need to be performed, just by someone else.
For a sole director running a small company, this means handling the confirmation statement, statutory registers, share allotments, and any Companies House identity verification obligations on top of running the business. Filing deadlines do not move and penalties for missed filings still apply.
The risk most directors underestimate is the gradual one. Missed minutes, outdated registers, late filings, and inconsistent records build up quietly. They rarely cause an immediate problem but become a major issue during due diligence, fundraising, or a sale.
If you decide not to appoint a secretary, calendar every Companies House and HMRC deadline at least 14 days in advance. Missed filings are the single most common compliance failure for private companies.
How to appoint a company secretary
The process is straightforward and can be completed online through Companies House. Here are the steps.
- Confirm the person is eligible. They must be over 16, not the company’s auditor, and not an undischarged bankrupt.
- Get their written consent to act. This is required by law before appointment.
- Pass a board resolution appointing them, or follow whatever process is set out in your articles.
- File form AP03 (for an individual) or AP04 (for a corporate secretary) with Companies House. Both can be filed online and are free.
- Update your statutory register of secretaries with the new appointment date and personal details.
- Notify any third parties who deal with the company secretary directly, such as your bank or accountants.
The appointment takes effect from the date stated on the form, not from when Companies House processes it.
Should you appoint a company secretary if you’re not required to?
Most private companies do not need a dedicated company secretary, but appointing one (or outsourcing the function) makes sense in several situations.
It is usually worth considering when:
- You have multiple directors and want clear separation between governance and management
- The company is preparing for fundraising, acquisition, or a share issue
- You have a complex shareholder structure, including trusts, holding companies, or multiple classes of shareholders
- Directors are time-poor and missing deadlines
- The articles of association still require it
For most small private companies, a full-time secretary is overkill. Outsourcing the secretarial function to an accountant or company secretarial provider gives you the compliance coverage without the cost of a dedicated hire.
Can a company secretary be removed or resigned?
A company secretary can be removed or resign at any time, in line with the company’s articles and any service contract. The process mirrors the appointment in reverse.
The departing secretary submits a resignation in writing, the board passes a resolution accepting it (or removing them, depending on the situation), and form TM02 is filed with Companies House to update the public record. The statutory register of secretaries should be updated on the same day.
If a PLC removes its company secretary, a replacement must be appointed before, or immediately after, the removal takes effect. A PLC cannot operate without one.
How Sleek helps with company secretarial duties
Whether or not you are legally required to appoint a company secretary, the duties still need to be done well. Missed filings, outdated registers, and overlooked obligations create real problems at exactly the wrong time.
Sleek’s limited company accounting service covers the secretarial workload most directors do not have time for. That includes confirmation statements, statutory register maintenance, Companies House filings, and the governance admin that quietly builds up. You stay compliant, your records stay clean, and your directors stay focused on the business.
Get expert support that keeps your company compliant from formation onwards.
Disclaimer: The preceding information is not legal advice. This content is aimed to provide general guidance. For more formal or legal advice, contact Sleek directly.
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FAQs on company secretary requirements
What is the difference between a director and a company secretary?
A director runs the company and makes business decisions. A company secretary handles statutory compliance, governance, and Companies House filings. Directors carry personal legal duties under the Companies Act 2006 to act in the company’s best interests. Company secretaries support governance but do not run operations or set strategy. The two roles are separate, though one person can hold both.
Can a director also be a company secretary in the UK?
Yes, a director can also serve as the company secretary, provided they are not the sole director of the company. This is common in small businesses where the same person handles both governance and operations. Having someone else in the secretary role can create useful separation of duties, particularly as the company grows or takes on external investment.
Do startups need a company secretary in the UK?
No, UK startups incorporated as private limited companies are not required to appoint a company secretary. Most early-stage startups skip the role entirely and let directors handle filings. Once you raise external investment, however, investors often expect formal governance and accurate statutory records, which is when many founders start considering outsourced secretarial support.
How much does a company secretary cost in the UK?
Costs vary widely depending on whether you hire in-house or outsource. A full-time qualified company secretary typically earns between £45,000 and £90,000 per year, before factoring in the wider cost of employing someone. Outsourced company secretarial services cost significantly less, usually starting from £100 to £400 per year for basic compliance work.
Can my accountant act as my company secretary?
Yes, accountants frequently act as company secretaries for private limited companies. Many offer this as part of a wider compliance package alongside annual accounts and tax returns. The advantage is that one provider handles your statutory filings, accounts, and Companies House obligations in one place, which reduces gaps, missed deadlines, and the risk of inconsistent records.
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Do dormant companies need a company secretary?
No, dormant private limited companies are not legally required to appoint a company secretary. They must still file annual confirmation statements and dormant accounts, however, and if no secretary is in place, the directors remain responsible for those filings. Many dormant companies outsource the work because the duties are minimal but easy to forget without prompts.
What is the difference between a company secretary and a registered office service?
A company secretary handles ongoing governance and statutory filings. A registered office service simply provides a UK address for receiving official mail from Companies House and HMRC. The two are complementary, not interchangeable. Many small businesses use both, particularly directors who work from home and want to keep their personal address off the public register.
