What Does a Company Secretary Do?
A company secretary handles administrative and compliance tasks, ensuring the company meets its legal obligations and maintains proper records.
Last reviewed: 12 June 2026 | Reading time: 4 minutes | Verified against 4 sources
The Company Secretary Role
A company secretary is an officer of the company responsible for administrative compliance and corporate governance. The role is primarily administrative rather than strategic.1
Company secretaries act as the link between the board of directors and Companies House, ensuring filings are made on time and company records are properly maintained.
Main Responsibilities
Companies House Filings
The company secretary ensures timely filing of:2
- Annual accounts (within 9 months of year end)
- Confirmation statement (at least annually, £13 fee)
- Changes to directors, shareholders, or registered office
- Changes to share capital
- Notifications of PSCs (people with significant control)
Late filings result in automatic penalties, so timely submission is critical.
Statutory Registers
The company must maintain several registers. The secretary keeps these up to date:
- Register of members (shareholders)
- Register of directors
- Register of directors' residential addresses (kept private)
- Register of people with significant control (PSC register)
- Register of secretaries (if one is appointed)
- Register of charges (loans secured against company assets)
Meetings and Minutes
Company secretaries organize and document company meetings:
- Arrange annual general meetings (AGMs) for public companies
- Organize board meetings
- Prepare agendas and supporting papers
- Take accurate minutes of meetings
- Maintain minute books
- Ensure required notices are given to directors and shareholders
Compliance Monitoring
Company secretaries monitor compliance with:
- Companies Act 2006
- The company's articles of association
- Stock exchange requirements (for listed companies)
- Corporate governance codes
- Required for private companies?
- No (since Companies Act 2006, effective 2008)
- Required for public companies?
- Yes (must appoint qualified secretary)
- Cost if outsourced
- £1,000-3,000/year for small companies
- Can director do it?
- Yes (common in small companies)
Director vs Company Secretary
Directors and company secretaries have distinct roles:3
| Aspect | Director | Company Secretary |
|---|---|---|
| Role | Strategic and operational decisions | Administrative compliance |
| Fiduciary duties | Yes (seven statutory duties) | No (though duty of care applies) |
| Main focus | Running the business | Ensuring compliance |
| Required? | Yes (minimum one) | Only for public companies |
Law Change: 2008 Onwards
Before the Companies Act 2006 came into force (2008), all UK companies were required to appoint a company secretary. The law changed to reduce administrative burden on small businesses.4
Since 2008:
- Private companies: No requirement (optional)
- Public companies: Must appoint a qualified secretary
Most small companies do not appoint a secretary. Directors handle the administrative duties themselves or delegate to their accountant.
Qualifications Required
Private Companies
If a private company appoints a secretary, there are no statutory qualification requirements. Anyone can be appointed (individual or corporate body).
Public Companies
Public company secretaries must have appropriate experience and one of:1
- Member of a recognized professional body (ICSA, ICAEW, ACCA)
- Barrister, advocate, or solicitor
- Held the office of secretary of a public company for at least 3 of the 5 years before appointment
Who Can Be Company Secretary
A company secretary can be:
- An individual (employee or external professional)
- A corporate body (company secretarial service provider)
- One of the directors (but not the sole director)
A sole director cannot also be the sole secretary. If you want both roles filled, you need at least two people.
Typical Tasks in Small Companies
When directors handle secretary duties themselves, typical tasks include:
- File confirmation statement annually (online, takes 10 minutes)
- File annual accounts via accountant
- Update registers when directors or shareholders change
- Keep minutes of important decisions (dividend declarations, share issues)
- Notify Companies House of address changes
Many accountants include these services as part of their annual fee (typically £800-2,000 total).
When to Appoint a Secretary
Most small companies don't need one, but consider appointing a secretary if:
- You have complex corporate governance requirements
- Multiple directors and shareholders need coordination
- You're scaling up and need dedicated compliance resource
- Directors lack time or expertise for admin tasks
- You're preparing for investment or IPO
See our guide on do I need a company secretary for decision criteria.
Cost of Company Secretary
If you outsource to a professional:
- Small companies: £1,000-3,000/year
- Medium companies: £3,000-10,000/year
- Large/public companies: £40,000-150,000/year (often full-time employee)
Many accountancy firms offer company secretarial services bundled with annual accounts preparation.
If you're setting up a new company, see our guide on how to set up a limited company.
Sources
- GOV.UK — Company secretaries, accessed 2026-06-12
- GOV.UK — Company changes you must report, accessed 2026-06-12
- Companies Act 2006 Part 12 — Company secretaries, accessed 2026-06-12
- Companies House — Life as a company director (secretarial duties), accessed 2026-06-12
Last reviewed: 12 June 2026