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Structure of a Limited Company - Company Secretary The following offers a brief guide to the structuring of a UK Limited Company. This does not set out to explain the complexities of company law, nor do we intend to set out a full list of the responsibilities of the company director. We do, however, aim to give the uninitiated some basic information to assist in the important decisions concerning the appointment of company officers and other matters when setting up a company for the first time. Company Secretary At present all limited companies must have a Company Secretary. The Company Secretary can be a Director, but only if there are other Directors, ie: there must be at least two officers appointed at any time. The Company Secretary, very broadly speaking, is usually responsible for administrative matters concerning the company. It is generally the duty of the Company Secretary to maintain official company minute books, statutory registers and prepare and lodge any necessary returns required by Companies House, such as changes to directors and filing of annual returns and accounts. The Company Secretary is answerable to the Directors, and is required to keep the Directors advised of changes in company law affecting the running of the company. With forthcoming major changes to company law being introduced under the terms and regulations of the new Companies Act 2006, this is seen as a particularly important issue. Whilst the Company Secretary can be held personally
liable for non-filing of Companies House returns, in practice it
is generally the Directors upon whom this responsibility lies. Nominee Company Secretaries are often appointed in order to fulfil this role in a professional capacity. This is a service that we provide and we strongly recommend that this option is considered especially if you wish to utilise our Annual Compliance Service, and should certainly be considered in conjunction with that service if the Directors are not familiar with maintenance of statutory records or minutes. The Companies Act 2006 Any company may still choose to appoint a company secretary who will then maintain the current function with no change to the duties and authority that apply under current rules. However, it must be considered that the duties and responsibilities currently placed on the Company Secretary will still be applicable after this date, and must be carried out properly by the Director if no Company Secretary is appointed. It remains to be seen how suppliers, credit institutions and especially banks will respond to this, particularly in respect of new Anti Money Laundering Legislation due for introduction in December 2007. The banks in particular have a very well established practice of obtaining two signatures from limited companies under circumstances such as opening a bank account. There is a strong argument in support of the retention of the services of a professional Company Secretary particularly in view of the many impending changes that will be introduced during 2008 as the new Companies Act is enforced, and it is important not to degrade the status of the company. Please note that a Company Secretary is still required for all companies up to the 6 April 2008, and we must advise clients choosing to use our Corporate Company Secretary service, that all agreements are for one year minimum, and no refunds shall be allowed in respect of any clients who choose to dispense the services of the Corporate Company Secretary after 6 April 2008. If in any doubt, please feel free to contact us directly to discuss your concerns in more detail. Click here to find out more about our Corporate Company Secretary service. Company Formations | Trademark Registration | Shareholder Agreements | Registered Office Facilities | Annual Compliance Service | Links | Home |
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