The duties of the person responsible for company secretarial matters are not defined specifically within company law but may be divided generally into three main areas:
- maintaining statutory registers (keeping the company’s records up to date)
- completing and filing statutory forms (keeping the public record up to date)
- meetings and resolutions (making sure the company abides by both its internal regulations and the law).
Maintaining statutory registers
All companies must maintain up to date registers of key details, these include:
- a register of members
- a register of directors
- a register of charges
The details in these registers include, for example, names, addresses, dates of appointment and resignation (for directors) and for members, the number and type of shares held. This is not an exhaustive list.
These registers must be made available for inspection by the general public at the company’s registered office or at a single alternative inspection location (SAIL) which must also be recorded at Companies House.
A company may choose to keep its directors’ residential addresses private and to record a service address for them. If so it will need to keep an additional register showing the directors’ residential addresses which is not open to inspection by the general public.
Completing and filing statutory forms
The company must ensure that their record at Companies House is always up to date and contains current details of various statutory matters.
Many of the more common types of information can be submitted on line by first registering at Companies House. Alternatively Companies House currently has a series of over 200 statutory forms to allow paper filing.
The company secretarial duties would extend to ensuring that, for example:
- the company’s annual accounts are filed on time at Companies House. For a private limited company, under normal circumstances, this must be within 9 months of the end of the accounting year. A fine will be levied if the accounts are late.
- the company’s annual return is completed and filed. This is a snapshot of the information held by the Registrar of Companies about the company, which must be checked and amended if necessary within 28 days of a given due date. If this information is returned late or not returned at all, the company, director(s) and secretary (if appointed) may be prosecuted.
- If a company does not deliver its annual return the Registrar might assume that the company is no longer carrying on business and take steps to strike it from the register.
- changes in directors, secretaries and their particulars
- a change of accounting reference date
- a change of registered office
- allotments of shares. All changes to the way the company is organised are notified to Companies House. The most common changes might include:the current version of the company’s Articles of Association is filed whenever a change in the company’s internal rules is made.
- Often this information must be filed at Companies House within a specified period of between 14 to 28 days following the change.
When a company gives security for a loan either the lender or borrower should notify Companies House within 21 days, by filling in the appropriate form and paying the statutory charge. Without timely registration the charge will be void – that is, the loan will still be repayable but the security given will not be valid. This does not apply to property acquired which is subject to a charge.
Good company secretarial practice ensures that any charges created are registered and indeed the company’s credit profile is protected by removing the charge from the register as soon as the loan is repaid.
Meetings and resolutions
Company law sets out procedures for conducting certain aspects of company business through formal meetings where resolutions will be passed. When resolutions are passed, the company is bound by them (a resolution is an agreement or a decision taken by the members).
Here the company secretarial role would be to ensure that proper notice of meetings is given to those who are entitled to attend, to minute the proceedings and to ensure that copies of resolutions which affect the way the company is run are sent to Companies House within the relevant time frame.
Notice of company meetings
Members and auditors are entitled to notice of company meetings. For a private limited company a general meeting notice of at least 14 days is needed. Notice can be in writing, by email or by means of a website (if certain conditions are met). However, a private company is no longer required to hold an Annual General Meeting (AGM), unless the company’s Articles of Association make express provisions for holding AGMs.
If an existing company with an existing express provision for an AGM wishes to abolish this requirement, it will need to change its articles by special resolution.
There are two types of resolution that may be passed, ordinary resolutions (passed by a simple majority of the members) or special resolutions (passed by a 75% majority of the members). In general, resolutions will be voted on by any members present at a meeting.
Private companies can take most decisions by written resolution. Such a resolution does not require a hard copy and can be passed by email. These resolutions however, need to be passed by a majority of all members of the company, not just by those who return the voting form!
It is important that companies retain copies of all important decisions taken in the management of the company where they are taken at a meeting or by written resolution. Where these decisions change the way a company is run, a copy needs to be filed at Companies House.