Company secretary
Company law

In the UK, both public companies and private companies must appoint a company secretary.

In a company that has one director, that person may not also be the company secretary.

The directors of a company have the power to appoint and remove a secretary from office.

Special provisions apply to appointments of company secretaries to public companies in the United Kingdom. In order to be appointed the person:

1. must have been the company secretary of a public company for at least 3 years out of the last 5 years
2. is in the opinion of the directors is capable of properly discharging the responsibilities of a company secretary
3. is a solicitor or barrister in the United Kingdom
4. is a Chartered Accountant, Certified Accountant, member of the Institute of Chartered Secretaries and Administrators.

The company secretary is the chief administrative officer of the company, and has statutory obligations to ensure that the company complies with the Companies Act and the articles of association. The particular duties that a company secretary must discharge for any particular company will be defined by the articles of association and the secretary's employment contract or service contract, and generally include:

1. filing the annual accounts
2. making statutory declarations on behalf of the company
3. maintains the statutory registers
4. notifying shareholders and auditors of annual general meetings (21 days)
5. notifying shareholders and auditors of extraordinary meetings (14 days)
6. sending the Registrar of Companies copies of resolutions required to be filed (15 days)
7. providing a copy of the accounts to the shareholders and debenture holders
8. keeping of minutes of annual general meetings and directors' meetings
9. allowing people entitled to do so (such as shareholders and the public) to inspect the company records
10. maintain safe custody of the company seal.

The company secretary may be held criminally liable for a failure to file documents required to be filed within the time allowed.