Company Secretarial Duties

Becoming a Company Secretary can be a richly rewarding experience, but the role is not an easy one and it has recently become even more challenging because all companies need to be implementing the new Companies Act.

What are the duties of a company secretary?
They are not specified by the Companies Act, but are usually contained in an employment contract.

Special Duties
As the secretary is an officer of the company, they may be criminally liable for defaults committed by the company. For example failure to file any change in the details of the company's directors and secretary, and the company's annual return.

The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made.

Other Duties
The company secretary usually undertakes the following duties:

Maintaining the statutory registers. These are:

the register of members

the register of directors and secretaries

the register of directors' interests

the register of charges

for public companies only, the register of interests in shares

Ensuring that statutory forms are filed promptly.

You cannot simply send a letter to notify the Registrar that you wish to change the situation of the company's registered office or that changes have occurred among directors or secretaries or their particulars. You should normally use Companies House forms 287 and 288a, b or c as appropriate. You may also use the annual return Form 363s in some circumstances if the return is due at the convenient time

Changes of directors' and secretaries' details must be notified within 14 days. This is just an example as there are many other forms that need to be delivered to the Registrar.