Contractors' Questions: Do I need a Company Secretary?

Contractor’s Question: They were a staple of limited companies back in the day, but is a company secretary necessary? Even if it’s a hassle, do I need a company secretary anyway?

Expert’s Answer: The law no longer requires private limited companies to have a company secretary. 

However, the company’s Articles of Association (the rules according to which the company must be run and administered - every company is required to have them), may require one.  If it does, then you do have to have a company secretary, unless you change the articles.

I'm setting up a new company should I include provision for a company secretary?

For most PSC contractors, having a company secretary is not necessary, and indeed including provision within the company’s memorandum and articles can just be a hassle needing to appoint a new company secretary, if the previous one resigns.

What are the responsibilities of a company secretary?

The duties of a company secretary are not set out in any legislation.

But the duties typically include the filing of documents with Companies House, and dealing with matters concerning shareholders. For a small contractor company, these are not onerous duties and in the absence of a company secretary, these would simply fall to the directors to carry out.

My company’s articles require a company secretary - how do I go about changing that?

Simply by having amended articles drawn up and passing a special resolution of the members to adopt those articles. A special resolution requires at least 75% of the shareholders to vote in favour.

My company’s articles don’t require a company secretary, but I’ve got a form  that requires the signature of the company secretary – what do I do?

Where the form requires the signature of a director and the company secretary, for a company without a company secretary, it is perfectly acceptable for the form to be signed by two directors, or the sole director if there is only one.

Can a company be a company secretary?

A company can be appointed as a company secretary and many of the organisations offering a company secretarial service will use a company as the named company secretary.

I’m a Personal Service Company contractor with articles that require a company secretary, should I change them?

If it isn’t causing a problem obtaining the company secretary’s signature when needed, then you might as well leave things as they are. If having a company secretary is causing grief, then change the articles – it needn’t be expensive or difficult. Speak to your accountant or the people who formed the company for you. Good luck with it all!

The expert was Graham Jenner, a director of Jenner & Co chartered accountants.

Thursday 18th Mar 2021
Profile picture for user Graham Jenner

Written by Graham Jenner

Graham is a Chartered Accountant and has run his own accountancy practice, Jenner Accountants Ltd, for over 20 years and is the MD of Nopalaver Group, which provides Umbrella company and other services to contractors. He specialises in dealing with family run businesses and contractors, supported by a strong team including 5 qualified accountants.

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