Duties of the Company Secretary

Only PLCs are now obliged to have a Company Secretary. Other Limited Companies can have a Company Secretary if they choose or if there Articles of Association specify the requirement.

The Companies Act does not specify the duties of a Company Secretary. However they are usually as follows:

• Maintaining the Company’s statutory books and share register.
• Filing the company’s Annual returns at Companies House
• Filing the Company’s Financial statements, Directors’ reports and, where applicable Auditor’s report.
• Keeping the records at Companies House updated with any changes in the company’s structure or management, for example; the appointment or resignation of directors.
• Arranging meetings of the Company’s Directors
• Arranging meetings of the Company’s shareholders
• Issuing the proper notices of Company meetings and maintaining the minutes of those meetings
• Drafting and filing Company resolutions.

PLCs are required to have a qualified Company Secretary. The Qualifications necessary for a Company Secretary to be eligible for a PLC are as follows:

• The person should be a member of any of the following organisations: the Institute of Chartered Accountants in England and Wales; the Institute of Chartered Accountants of Scotland; Association of Chartered Certified Accountants; the Institute of Chartered Accountants in Ireland; the Institute of Chartered Secretaries and Administrators; the Chartered Institute of Management Accountants; the Chartered Institute of Public Finance, or
• The person should be a barrister, advocate or solicitor called or admitted in any part of the UK; or
• The person should have held the office of Company Secretary of a PLC for at least 3 out of the 5 years immediately prior to the appointment.

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