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Introduction to this document

Register of secretaries

All companies with a secretary must keep a register of their details. Make sure yours is in the right format and includes all the relevant information.

Do we need to have a secretary?

For private companies, there is no legal obligation to have a secretary. However, many private companies still choose to have one as it can be useful to have a person tasked with company administration, such as preparing minutes of board meetings and filing documents at Companies House. The secretary can also be a director.

Public companies, on the other hand, must have a suitably qualified secretary in office.

If a company appoints joint secretaries, the details of both/all of them need to be recorded. There is no need to include deputy or assistant secretaries.

Using the model

The information that must be recorded under the Companies Act 2006 is set out in the model. For private companies that choose not to appoint a secretary, there is no legal requirement to state this in the register but it is sensible to do so as it makes it clear that your register is up to date.

Alternative for private companies

Private companies can opt to use the central register at Companies House, rather than keeping and maintaining their own register.

Inspection

Unless the information is kept on the central register at Companies House, a company must keep its register of secretaries at its registered office or other official inspection place. Shareholders can inspect it free of charge; non-shareholders may be charged a fee. The information can also be obtained from Companies House.

Changes

When changes need to be made to the register, the company will have to file one of the following forms at Companies House within 14 days of the change:

  • AP03/AP04 for appointments
  • CH03/CH04 for changes to registered details
  • TM02 for termination of appointment.

This applies whether the company uses the central register at Companies House or keeps its own register. If it keeps its own register, this must be updated accordingly.