TL;DR: A company secretary manages compliance filings, meeting administration, and statutory records — public companies must have one; private companies vary by country.
The company secretary is the officer responsible for ensuring that a company meets its statutory compliance obligations — filing documents with the company registry, maintaining statutory records, organizing shareholder meetings, and keeping directors informed of their legal duties.
Whether you need a company secretary depends on the type of company and the country. Public companies universally require one. For private companies, the requirement varies significantly across the seven countries covered by MmowW Scrib🐮. In some jurisdictions, the requirement was abolished for small private companies; in others it remains.
Understanding the company secretary role — and who is fulfilling it in your company — prevents compliance gaps that arise when nobody is clearly responsible for ensuring filings are made and records are maintained.
Whether held by a dedicated professional, shared between directors, or outsourced to a corporate services firm, the company secretary function covers:
Statutory filing and compliance:
Meeting administration:
Statutory register maintenance:
Communication and coordination:
UK: Since the Companies Act 2006, private limited companies are no longer required to have a company secretary, but many choose to appoint one. For public companies, a qualified company secretary is still mandatory. The company secretary must be a named individual or a corporate body. A sole director cannot also be the company secretary unless there is a second director.
France: SASUs and SARLs do not have the concept of a company secretary. A gérant (manager) and, for larger companies, a president or directeur général, perform similar functions.
Australia: Since the Corporations Act 2001, proprietary companies (private companies) are no longer required to have a company secretary. Public companies must have at least one. If appointed, the company secretary must be a natural person aged at least 18 and ordinarily resident in Australia.
New Zealand: Private companies do not have a mandatory company secretary requirement.
Sweden: Swedish aktiebolag do not have a company secretary role as such. The bolagsordning (articles) may designate an officer for administrative functions, but there is no statutory company secretary requirement.
Canada: Under the Canada Business Corporations Act (CBCA), there is no mandatory company secretary requirement for federal corporations. Provincial requirements vary.
USA: Many US states require corporations to have certain officers (president, secretary, treasurer), but the specific requirements vary. Delaware, for example, requires corporations to have a secretary and treasurer (or a single officer who fills both roles). The "secretary" in US corporate governance performs a role similar to the company secretary.
Many small businesses outsource the company secretary function to a corporate services firm or accounting firm. This is common in the UK, Australia, and Hong Kong (for international companies). Outsourcing provides:
The cost of outsourced company secretarial services varies widely: from around £200–£600 per year for basic services in the UK, to more in jurisdictions with more complex requirements.
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Try it free →| Country | Private Company Requirement | Who Qualifies | Key Reference |
|---|---|---|---|
| UK | Not mandatory since 2008 | Any individual or corporate body | https://www.gov.uk/government/publications/company-secretary-of-a-private-company |
| France | Not applicable (no company secretary concept) | N/A | https://www.inpi.fr |
| Sweden | Not applicable | N/A | https://bolagsverket.se |
| Australia | Not mandatory (proprietary companies) | Individual 18+, ordinarily resident in AU | https://asic.gov.au/for-business/running-a-company/company-officeholders/ |
| New Zealand | Not mandatory | N/A | https://www.companiesoffice.govt.nz |
| Canada | Not mandatory (federal) | N/A | https://corporationscanada.ic.gc.ca |
| USA | Required for corporations in most states (as "Secretary") | Individual | State corporate law |
MmowW Scrib🐮 helps you prepare the documents that support proper company administration — from director appointment forms to written resolutions and confirmation statements.
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MmowW Scrib🐮 is a document preparation service, not a law firm. We do not provide legal advice. For complex governance matters, consult a qualified solicitor or a licensed company secretary.
Q: Can a director also be the company secretary?
In the UK, the sole director of a company cannot also be the company secretary. This is because some documents must be signed by both the director and the secretary, and both signatures must be different persons. If a company has two or more directors, one of them can also act as company secretary. In other countries, the rules vary — check your specific jurisdiction.
Q: Does a dormant company need a company secretary?
A dormant company still has all of its compliance obligations — filing confirmation statements, maintaining registers, notifying changes. So whether or not it needs a formally appointed company secretary, the functions still need to be discharged by someone.
Q: What qualifications does a company secretary need?
For private companies in jurisdictions where the role is not mandatory, there are no qualification requirements — the company can appoint any individual. For public companies, professional qualifications are often required (e.g., Chartered Secretary status through ICSA/CGMA in the UK). Corporate service firms that provide outsourced company secretarial services typically employ qualified professionals.
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