The role of a company secretary
The role of the company secretary involves 3 main areas: the board, the company and the shareholders, regarding which, the company secretary should:
Board of directors
- Ensure the correct procedure for the appointment of directors.
- Be available to give detailed practical support and guidance to directors both individually and collectively.
- Assist in the acquisition of information by all board and committee members.
- Facilitate record keeping to ensure compliance with the required standards of good governance.
- Raise matters which may warrant the attention of the board.
Company
- Ensure compliance with all relevant statutory and regulatory requirements and ensure that the specific business interests of the company are taken into account.
- Help implement corporate strategies by making sure that the board’s decisions are properly carried out and communicated.
- Give guidance and advice within the company on matters of business ethics and good governance.
Shareholders
- Communicate with the shareholders as appropriate and to ensure that due regard is paid to their interests.
- Act as a primary point of contact for shareholders, especially with regard to matters of corporate governance.
Annual compliance obligations
Certain documents that need to be filed with Companies House every year by all companies. Compliance with this obligation needs to be taken seriously.
Failure to comply can also allow the Registrar to assume that a company has ceased trading, leading to it being struck off the register of companies.
All companies have these compliance obligations whether large, small or inactive, though the extent of those obligations does vary. They are set out in the Companies Act 2006 and its accompanying regulations.
All companies are required to submit an annual return at least once every 12 months. The company directors and/or the company secretary are responsible for compliance by delivering the annual return to Companies House within 28 days of the anniversary of the company’s annual return date. The return is made in the form AR01 and this form may be accompanied by other information that company law requires to be provided such as details of share transfers that have taken place during the year and terminations or appointments of company directors and company secretaries.
A small company which meets the relevant definitions in the Companies Act 2006 and its regulations has less onerous compliance obligations. It can prepare accounts disclosing less information than medium-sized and large companies.
Articles of association
The articles of association are the basis of a company’s constitution. They can be thought of as a statutory contract or internal rule book for the shareholders. Every company is required to have them and they are binding on all of its members. They cover matters such as the internal decision making processes within the company by directors in board meetings and shareholders in general meetings. Compliance with them is vital to ensure that decisions are legally enforceable. The intention of the articles should be to help with the smooth running of day-to-day activities of the company.
Members of a company can specify the terms of the articles provided that none of those terms are prohibited by company law. It is wise to consult a legal professional for advice on any proposed bespoke articles before proceeding to ensure compliance with company law and to ensure practicality.
The model articles of association are a set of standard articles prescribed by the Companies Act 2006 and its accompanying regulations which apply in whole or in part in default of a company specifying bespoke articles.
