This month we are focusing on Limited Company – Company Secretaries. This week we look at what are the basic Co Sec Requirements
All limited companies must have a ‘real address’ to use for the company registered office – it CANNOT be a PO Box. A company offering this service to you may be able to provide Hosting of Registered Office Address.
There are no firm rules which determine the very bureaucratic responsibilities and duties of a company secretary, as they will vary between firms. However, some of the main typical company secretarial tasks include:
- Maintaining your Company Registers and advising Co House of changes
- Registers of Directors / Persons of Significant Control / Members & their interests
- Registers of Shares & Charges
- Completion and filing of resolutions / minutes of EGMs and AGMs and annual Confirmation Statements
- Arranging Director & Shareholder Meetings
If you know of a local Limited Company we can help by reducing the burden of these very bureaucratic administrative duties with our Company Secretarial Service, do give them my details.
What are the core duties of a company secretary?
Whilst the duties of a company secretary are not set out in legislation, responsibilities would usually fall in the following areas:
- Filing confirmation statements (or annual returns before 30 June 2016):
The company secretary is normally responsible for completing and filing the confirmation statement, together with other statutory returns including the annual accounts, directors’ report and auditors’ report where applicable.
- Maintaining the statutory books:
Responsibility for maintenance of the company’s statutory books and records is a duty that normally falls to the company secretary. It can be a time-consuming task that is often overlooked, but failure to keep the registers up to date can incur a penalty of up to £5,000.
- Arranging directors’ and shareholders’ meetings:
The company secretary would normally be responsible for the arrangement of board meetings, including drafting the agenda, circulating supporting papers and notices and producing the minutes of all meetings. They ensure compliance with any regulatory requirements surrounding the conduct of board meetings, including annual general meetings where applicable.
- Informing Companies House when company details change:
Companies House must be informed of any significant changes to the company’s share capital or administration including allotments, appointments and resignations and changes to directors’ addresses and other details.
- Maintaining the registered office address:
The company secretary is usually responsible for maintaining the registered office address as the address for formal communications and for informing Companies House when the address changes. This includes ensuring that the registered office address and other company details are accurate on business stationery, company website, emails and order forms for example.
- Compliance with legal matters:
A company secretary should ensure that they have a good working knowledge of the company’s articles of association, which contain the regulations governing the internal management of the company. They should also ensure that the company is compliant with the Companies Act 2006 and other legal matters.
- Security of company documents:
The company secretary would normally ensure the security of the company’s legal documents including the certificate of incorporation, memorandum and articles of association, company seal, share certificates and directors service contracts.
- Communication with shareholders:
The company secretary acts as the shareholders’ first point of contact with your company. Circulation of announcements, correspondence regarding dividends, registration of share ownership, transfers and all areas relating to shareholdings normally fall to the company secretary.
- Signing legal documents:
The company secretary may be asked to act as a signatory to legal documents on behalf of the company’s directors. This includes authorising the company’s confirmation statement and signing cheques and other bank documents.
In addition to the core duties detailed above, it is common for company secretaries, particularly in smaller companies, to take on additional administrative tasks. This might include PAYE and payroll, VAT issues, insurance, pensions and dealing with advisers such as accountants and lawyers.
Disclaimer:- The information contained herein is given by way of general guidance only and no action should be taken solely on the basis of the information contained herein. The Avanti Group (UK) Ltd will be pleased to provide further guidance on the issues, and how they might affect you. No liability is accepted by the firm for any action taken without seeking appropriate professional advice
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