Company Secretary duties

[marc9477]

Hi,
Can someone please tell me exactly what a company secretary does, and what legal duties they have towards the company? I have created my own limited company and need to appoint a secretary. I don't want them to actually do anything. I'm using SJD for my accounts.

I'm trying to convince my flatmate to be the secretary, but he is a bit aprehensive, as he doesn't want to be held responsible for the company.

any advice?

Thanks

[kirk]

sign a few documents etc. that's about it........ SJD should be able to give you a more informed and detailed explanation.

[2uk]

I am having a friend to do it.,

PS: It is important that your flatmate is cute though. You don't want to do it with just any secretary

[philip@wellwoodhoyle]

Our advise is to use a spouse or a relative rather than a friend. If you have no-one suitable, then get your accountant to do it - most won't charge extra if you're on a monthly package.

The company secretarial role is mainly just to sign a couple of pieces of paper at formation and when opening a bank account, or when the company enters into a legal deed (i.e. to take out a mortgage or buy a property) and their signature is usually nothing more than counter-signing the director's signature, and not taking on any responsibility.

The only potential problem is if the company commits a "crime". Over the past 25 years I've been an accountant, I've seen two cases where a company secretary has been questionned by the police as the company's official legal representative. In both cases, the "crimes" were related to offences involving the company vehicles, and in both cases, the police insisted on questionning the company secretary (I think under caution) to get a statement on the company's behalf, before going after the drivers of the vehicles involved. In both cases, the company secretaries were merely administrative staff of the company and in both cases, they resigned immediately afterwards as company secretary, as they were led to believe their role was "just signing forms", yet the police clearly regard them as the "legal representative of the company".

[Bigbird]

When the new Companies Act 2006 comes into force there will no longer be a requirement for a Co Secretary for small companies. Still haven't been able to find out when that bit of the legislation becomes law as the Act is being introduced in stages, although latest news seems to be that the whole thing will be active & in place by Oct 2008 at the latest.

[PAH]

To summarise: For contractors operating within a limited company the secretary will be required to countersign docs when opening a bank account, then to sign annual documents for submitting to the relevant authorities.

So best to have someone be secretary that you don't mind seeing once a year and is reliable enough to be around for that one time you do need to see them.

I get my dad to do it. He hasn't a clue what it's all about, I just go round and say "sign this". Helps if they trust you as much as only family or very close friends do!

[PAG]

This is an excerpt from the Gaint web site.

HMRC are free to financially pursue any of the following persons, at their sole discretion:
· PSC, the contractor, its directors, secretary, shareholders, other associates

[PAH]

Better appoint a long lost relative and start forging their signature then. Or not do anything too naughty, might be the safer option.

[lilelvis2000]

My wife does it for the paltry sum of £500/yr. She signs the divi slip, signs the AGM, the companies house return, bank account application. A company secretary is also supposed to ensure the company is run legally..what ever that means and how they enforce that I have no idea.