Company registers
Letter of appointment for a company secretary
A Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. is an In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. of a A private company limited by shares incorporated and registered in England and Wales. who usually has general responsibility for its administration.
There is no legal requirement for a A company which is not a public limited company and whose constitution states that the liability of its shareholders is limited to the amount, if any, unpaid on their shares. The vast majority of SMEs will be private companies and not public companies. There are a number of differences between private and public companies, including the ability of a public company, but not a private company, to offer its shares to the public and the requirement for a public company, but not a private company, to have a minimum amount of share capital. to have a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance.. The precise duties and responsibilities of any Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. will vary depending on the size of the A private company limited by shares incorporated and registered in England and Wales. and the experience of the secretary. Typically, a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. will be responsible for arranging and documenting A collective name for the directors of a company. The board is usually the primary day-to-day decision-making body of a company.and In relation to a company limited by shares, means a person whose name has been entered in the register of members of that company as a shareholder in that company. meetings, keeping A private company limited by shares incorporated and registered in England and Wales. records, and filing documents at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public.. See Q&A 3 for a list of likely duties.
No, if your A private company limited by shares incorporated and registered in England and Wales. is a A company which is not a public limited company and whose constitution states that the liability of its shareholders is limited to the amount, if any, unpaid on their shares. The vast majority of SMEs will be private companies and not public companies. There are a number of differences between private and public companies, including the ability of a public company, but not a private company, to offer its shares to the public and the requirement for a public company, but not a private company, to have a minimum amount of share capital. (as the vast majority of Small and Medium-sized Enterprises: Businesses which are small or medium sized in terms of their staff numbers, turnover or assets. are).
The only exception to this is if your A private company limited by shares incorporated and registered in England and Wales. 's Also referred to as articles of association, a company’s articles are the main body of rules which govern how the company regulates its internal affairs (subject to certain overriding legal requirements). Important matters addressed in the articles include the division of powers between directors and shareholders, the composition and operation of the board of directors, matters relating to the holding and conduct of directors’ and shareholders’ meetings, and provisions relating to the transfer of shares. of association say you have to have one. This is not the case if your A private company limited by shares incorporated and registered in England and Wales. uses the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company..
You can choose to have a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. if you want, although it is relatively unusual these days for an Small or Medium-sized Enterprise: A business which is small or medium sized in terms of its staff numbers, turnover or assets..
As with all roles within your business, you can decide for yourself what their responsibilities will be. There is no formal list of a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance.'s duties.
Typically, if you decide to appoint one, your Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. will deal with administrative tasks like:
arranging meetings of your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. and In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. and dealing with paperwork like agendas, notices and minutes;
filing documents at The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. when legally required, including your A private company limited by shares incorporated and registered in England and Wales. 's A statement which a company must deliver to Companies House every year. It confirms that all the information the company is required to deliver to the registrar has been delivered or is being delivered along with the confirmation statement. It replaces the old Annual Return. and Accounts prepared using the company's financial records at the end of the company's financial year. All companies registered in the UK must prepare and file annual accounts at Companies House.;
keeping your A private company limited by shares incorporated and registered in England and Wales. 's Registers that a company is required by law to maintain and keep available for inspection by the public, including a register of members and register of directors. and records up to date;
signing some legal documents, such as Formal documents which must be signed, witnessed, and delivered to the intended recipient (as well as saying that they are deeds). Some transactions must be done by deed, eg transferring land., on behalf of the A private company limited by shares incorporated and registered in England and Wales. ; and
the paperwork for A share in the capital of a company (sometimes also referred to as stock, for example in relation to US companies). Shares in a company give to the holders, known as shareholders, rights in relation to that company such as to vote, to receive dividends and to a return of capital. Holders of shares in a company own that company and the company, not its shareholders, owns the company's assets. transfers or The issuing of shares is the process by which a person subscribes for shares, and thereby becomes a member of a company. Once the person is registered as a member in respect of the shares, then the shares are said to have been issued..
If you want to appoint a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance., you can use Letter of appointment for a company secretary to record their duties and the terms of their appointment.
Your Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance., like each of your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. , will be an In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. of your A private company limited by shares incorporated and registered in England and Wales. . If your A private company limited by shares incorporated and registered in England and Wales. fails to comply with the law, any A private company limited by shares incorporated and registered in England and Wales. In a company: A legally defined term used to refer to the director, company secretary or managers of a company. Officers of a company have certain duties and responsibilities towards the company and can be held liable for company law breaches. can be personally liable if they are involved in the failure.
Deciding to appoint a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. is a commercial decision. If there is a lot of internal administration to do in your business, it can be worth it. See Q&A 3 for a list of the kind of tasks a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. would normally do.
A Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. may be suitable for your A private company limited by shares incorporated and registered in England and Wales. if, for example, it falls into one of the following categories:
you have a sizeable business with numerous In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.;
you wish to promote good corporate governance to enhance your A private company limited by shares incorporated and registered in England and Wales. 's reputation; or
you have, or wish to attract, external In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company. such as Private equity is typically medium to long-term finance provided to mature companies which have the potential for strong growth, the finance being provided in return for shareholdings in the companies. Venture capital generally provides finance for businesses which are at too early a stage for private equity to invest. Private equity finance commonly backs acquisitions of businesses either led by management (management buy-outs) or in which the private equity investor installs its own management team (management buy-ins). or Venture capital is a form of investment for businesses which are generally at an early stage and/or with strong growth potential. Venture capital provides finance sectors across the board and is particularly strong in technology-based sectors such as ICT, life sciences and fintech. Private equity is typically a source of finance for businesses which are a lot more developed and mature than those in which venture capital invests. investors.
Anybody can be Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. if you have a A company which is not a public limited company and whose constitution states that the liability of its shareholders is limited to the amount, if any, unpaid on their shares. The vast majority of SMEs will be private companies and not public companies. There are a number of differences between private and public companies, including the ability of a public company, but not a private company, to offer its shares to the public and the requirement for a public company, but not a private company, to have a minimum amount of share capital., as long as they are not your A private company limited by shares incorporated and registered in England and Wales. 's A person who carries out an independent review of a company's financial reports (including income statement, balance sheets, cash flow statement etc).. No formal qualifications are required.
You should not appoint somebody who is disqualified from acting as a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. or who is an Someone who is legally bankrupt and has not yet been released from their debts. Usually, people are discharged from bankruptcy after 12 months.. Neither is allowed to be involved in starting, managing or promoting a A private company limited by shares incorporated and registered in England and Wales. , which a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. is likely to do at some point.
If you have a A company which is not a public limited company and whose constitution states that the liability of its shareholders is limited to the amount, if any, unpaid on their shares. The vast majority of SMEs will be private companies and not public companies. There are a number of differences between private and public companies, including the ability of a public company, but not a private company, to offer its shares to the public and the requirement for a public company, but not a private company, to have a minimum amount of share capital., you can appoint almost anyone (see Q&A 5). In practice, who you appoint will depend on your A private company limited by shares incorporated and registered in England and Wales. 's needs and budget, and could be:
one of your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. (so long as they have time and it does not get in the way of their duties and responsibilities as a The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. );
an An individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.;
one of your professional advisers such as your accountant; or
a professional Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance..
No formal qualifications are needed in order to be Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. of a A company which is not a public limited company and whose constitution states that the liability of its shareholders is limited to the amount, if any, unpaid on their shares. The vast majority of SMEs will be private companies and not public companies. There are a number of differences between private and public companies, including the ability of a public company, but not a private company, to offer its shares to the public and the requirement for a public company, but not a private company, to have a minimum amount of share capital..
You should however bear in mind the responsibilities that you intend your Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. to carry out (see Q&A 3 and Q&A 4) and be satisfied that any person you appoint has the necessary skills and experience.
(A Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. of a public A private company limited by shares incorporated and registered in England and Wales. needs to have one or more formal qualifications specified by law. The law relating to public Private companies limited by shares incorporated and registered in England and Wales. is outside the scope of the service.)
Yes. In practice, The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. of Companies which are not public limited companies and whose constitutions state that the liability of their shareholders is limited to the amount, if any, unpaid on their shares. The vast majority of SMEs will be private companies and not public companies. There are a number of differences between private and public companies, including the ability of a public company, but not a private company, to offer its shares to the public and the requirement for a public company, but not a private company, to have a minimum amount of share capital. commonly carry out the functions of a secretary without being formally appointed.
Yes. Your Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. does not necessarily have to be a human being. You are allowed to appoint another A private company limited by shares incorporated and registered in England and Wales. as your secretary, although this is not common for smaller Private companies limited by shares incorporated and registered in England and Wales. .
Yes. If your A private company limited by shares incorporated and registered in England and Wales. is a A company which is not a public limited company and whose constitution states that the liability of its shareholders is limited to the amount, if any, unpaid on their shares. The vast majority of SMEs will be private companies and not public companies. There are a number of differences between private and public companies, including the ability of a public company, but not a private company, to offer its shares to the public and the requirement for a public company, but not a private company, to have a minimum amount of share capital., you can appoint anyone – for example, one of the The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. or a member of your family. You can also appoint your A private company limited by shares incorporated and registered in England and Wales. accountant (although not your A private company limited by shares incorporated and registered in England and Wales. 's A person who carries out an independent review of a company's financial reports (including income statement, balance sheets, cash flow statement etc).) or a solicitor, for which you will need to pay a fee.
No. There is no legal requirement for a secretary of a United Kingdom of Great Britain and Northern Ireland A private company limited by shares incorporated and registered in England and Wales. to be a United Kingdom of Great Britain and Northern Ireland citizen or resident (or, in the case of a A private company limited by shares incorporated and registered in England and Wales. , be The legal process to have formed a company. in the United Kingdom of Great Britain and Northern Ireland), as long as any person you appoint is able to carry out their duties satisfactorily.
If you wish to appoint a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. when you first set up the A private company limited by shares incorporated and registered in England and Wales. , you do so as part of the application process. You must give the secretary's name and an address where they can be reached officially, which can be the A private company limited by shares incorporated and registered in England and Wales. 's An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent.. See Setting up a new company for detailed guidance on the process for setting up a new A private company limited by shares incorporated and registered in England and Wales. , and for everything you are likely to need for the job, see our Starting a company toolkit.
Once your A private company limited by shares incorporated and registered in England and Wales. is up and running, you can remove a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. and appoint a new one if you want, or appoint one for the first time if you did not do so initially. See Appointment, resignation and removal of a company secretary for detailed guidance on appointing or removing a secretary.
No, a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. does not need to be an An individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work., although in practice, it is common for them to be one.
In practice, yes. Whilst there is no legal requirement to have a written contract in place between your A private company limited by shares incorporated and registered in England and Wales. and its Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance., it is important that the terms of appointment and scope of the secretary's responsibilities are clearly recorded so as to avoid any dispute about who is responsible for what tasks.
See Q&A 15 for what form of contract you should use.
The type of the contract will depend on whom you appoint:
An An individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work.
If you appoint a member of your A private company limited by shares incorporated and registered in England and Wales. 's existing Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer., or a new member of Anybody who works for a business, whether as an employee, casual worker, apprentice, agency worker or freelancer., you should record the secretary's responsibilities in their employment contract. For template employment contracts you can use, see Employment contracts.
A person outside the A private company limited by shares incorporated and registered in England and Wales.
If you appoint a non-An individual hired personally to work under a contract of employment, usually in exchange for payment. Employees are normally fully integrated into the business and the employer exercises a large degree of control over their work. to be your Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance., it is recommended that you agree their responsibilities and terms of appointment (including pay and any (1) The length of time in advance which a notice must be given before it can take effect (2) The requirement to inform employees that they are being dismissed a certain amount of time in advance of their last day of employment. ) in writing. See Letter of appointment for a company secretary for a template that you can use.
Your accountant or solicitor, or (rarely) another A private company limited by shares incorporated and registered in England and Wales.
If you are appointing your accountant or solicitor or another A private company limited by shares incorporated and registered in England and Wales. , they will likely have their own standard terms that they will want you to agree. Review these thoroughly and take legal advice if they look complex or if you have concerns. For access to a specialist lawyer in a few simple steps, you can use our Ask a Lawyer service.
Before entering into any agreement with a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance., your A private company limited by shares incorporated and registered in England and Wales. will need to approve it. If your A private company limited by shares incorporated and registered in England and Wales. has the The standard, default articles of association that a company can use. Articles set the rules that company officers must follow when running the company., this should be done by your The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. . It is best to do this at the same time that they approve the appointment. See How to appoint a new company secretary for detailed guidance on the process for appointing a new Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance..
Yes, if your secretary has been at fault for offences committed by your A private company limited by shares incorporated and registered in England and Wales. . There are lots of offences that a A private company limited by shares incorporated and registered in England and Wales. can commit, many of which are easy to forget. For example, most failures to keep proper internal records, or to inform The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. of changes within your A private company limited by shares incorporated and registered in England and Wales. are offences.
If your A private company limited by shares incorporated and registered in England and Wales. goes bust, your Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. could be liable for some serious offences such as fraud. The penalty can include disqualification from being a A private company limited by shares incorporated and registered in England and Wales. The directors of a company are the individuals who make up the company's board of directors. Directors may be natural persons or companies, but each company must have at least one director who is a natural person. The board is the main decision-making body of the company. .
Your A private company limited by shares incorporated and registered in England and Wales. can take out personal liability insurance for a Generally, a person or another company responsible for a company's administration, arranging board and shareholder meetings, keeping proper records, filing documents at Companies House etc. Sometimes known as Head of Governance. and could choose to To agree that one party will compensate another on the occurrence of a specified event. them against any losses caused by their failures.
After you set up your A private company limited by shares incorporated and registered in England and Wales. , you are required to keep an up to date If a company has appointed a company secretary it must keep a register detailing the particulars of that individual(s) or companies for inspection by the members of the company and other third parties, at their request. If a company has opted to keep that information at the Companies House central register it is not required to keep the register itself. to record all appointments of A private company limited by shares incorporated and registered in England and Wales. secretaries. for further guidance, see Keeping a register of secretaries.
The register is publicly available and must be kept at your A private company limited by shares incorporated and registered in England and Wales. 's An address a company is required to have, which must be in the same UK jurisdiction in which the company is registered, to which communications and notices may be sent., at a An alternative address where a company keeps registers and records available for public inspection, which is not the company's registered office. Such an address must be notified to Companies House and is known as a single alternative inspection location, or SAIL. or on the The registrar of all companies in the UK. Companies House incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public. In the company context, a public register of Companies House on which companies can choose to file certain information, such as the company's register of members, directors, secretaries or persons of significant control..
For further information about how to set up and maintain your A private company limited by shares incorporated and registered in England and Wales. 's registers, including template Company registers you can use, see Maintaining a company's books and records.