The End for Company Secretaries

17/4/2008

Under the provisions of the Companies Act 2006 which came into force on the 6th April 2008, Private Limited Companies are no longer required to have a company secretary. Accordingly, it is now possible for small Private Limited Companies to have only one officer of the Company, being a sole director .

Company Secretaries and their Role
The role of the company secretary is very wide and includes duties set down under the Companies Acts and those required of them under the terms of their appointment. Below is an example of such duties, but is not an exhaustive list:

Statutory Duties:

• Maintaining the company’s statutory records and filing documents at Companies House;
• Providing shareholders and directors with notices of meetings;
• Preparing and maintaining the company’s board minutes and written resolutions; and
• Supplying copies of the company’s accounts to every person entitled to receive them.

Other Duties:

• To advise the directors as to their obligations under company law and other legal matters, including regulatory issues;
• To advise in relation to legal procedures and to prepare any necessary documentation;
• To deal with employment and personnel issues; and
• To manage property and to protect the company’s intellectual property.

How does the Companies Act 2006 affect your Company?
The new provisions will be highly beneficial to smaller, owner managed Private Limited Companies where invariably, the company secretary is the spouse or partner of the director who is appointed purely to satisfy the old company formation obligations. As an officer of a company, the secretary is potentially liable for many criminal offences under the Companies Acts for defaults committed by the company and/or its directors. Accordingly, secretaries which have been appointed purely to fill an office, but have no actual involvement in the company’s administration can now resign from their positions to limit their exposure to prosecution.

It is likely that these provisions will have little effect on the larger Private Limited Companies who will continue to retain their company secretaries due to the important roles that they play in the administration of such companies.

Moving Forward
If you wish to take advantage of the new provisions of not having a company secretary, but as a director, do not want to take over the duties of the company secretary, JMW has the solution. For an annual retainer, JMW can provide all the support that your company may require, whether it is preparing and filing documents with the Registrar of Companies or advising on the changes being brought in by the Companies Act 2006.

For more information regarding Company Secretaries and the Companies Act 2006 or in relation to the services available from JMW, please contact Scott Sands on 0845 402 0001 or email scott.sands@jmw.co.uk