The Company Secretary Role Explained

TL;DR: A company secretary manages compliance filings, meeting administration, and statutory records — public companies must have one; private companies vary by country.

What You Need to Know

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.

How It Works: A Practical Overview

Core Responsibilities of a Company Secretary

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:

• Filing annual returns, confirmation statements, and accounts with the company registry on time
• Notifying the registry of changes to directors, shareholders, registered address, and company details within statutory timeframes
• Filing resolutions passed by shareholders or directors where required
• Maintaining the company's registered address for receipt of official correspondence

Meeting administration:

• Preparing and distributing notices of board and shareholder meetings
• Preparing meeting agendas in consultation with the chair / directors
• Attending meetings and preparing accurate minutes
• Distributing minutes for approval and signature
• Following up on action items arising from meetings

Statutory register maintenance:

• Maintaining the register of members (shareholders)
• Maintaining the register of directors and secretaries
• Maintaining the register of persons with significant control (PSC Register in the UK)
• Maintaining the register of charges (secured lending against company assets)
• Issuing share certificates and recording share transfers

Communication and coordination:

• Communicating with shareholders on governance matters
• Liaising with the company registry, legal advisors, auditors, and accountants
• Ensuring directors are aware of their legal duties and compliance obligations
• Managing the company's seal (where applicable)

Who Can Be a Company Secretary?

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.

Outsourcing the Company Secretary Function

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:

• Professional expertise in compliance requirements
• Continuity (no disruption when key staff change)
• A professional registered office address
• Systematic reminders for filing deadlines

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.

Country-by-Country Comparison

Common Mistakes to Avoid

1. Assuming compliance "just happens." In companies without a designated company secretary, compliance responsibilities need to be allocated explicitly. If nobody is responsible, nobody does it — and penalty notices arrive.
2. Directors signing documents without reviewing them. The company secretary function includes preparing documents for directors to sign. But directors cannot abdicate responsibility — they must understand what they are signing. The company secretary supports directors; it does not replace their judgment.
3. Keeping outdated statutory registers. Statutory registers (members, directors, PSC) must be kept up to date. An old, inaccurate register can create problems if the company is sold, if shareholders dispute their holdings, or if the company is subject to regulatory investigation.
4. Missing the notification window for changes. Director changes, shareholder changes, and address changes must be notified to the company registry within a specific window (14 days in the UK). Missing this window is a compliance failure. Build notification into the process for any change: update the register first, file the notification immediately.
5. Conflating the company secretary role with the CEO or CFO. In large companies, the company secretary is a distinct officer from the chief executive and finance director. In small companies, the roles are often merged — but the obligations do not disappear because they are combined. Whoever holds the company secretary function must actively discharge its responsibilities.

Next Steps: Get Started Today

MmowW Scrib🐮 helps you prepare the documents that support proper company administration — from director appointment forms to written resolutions and confirmation statements.

Free tools:

• 👤 Director Checker — verify officer eligibility requirements
• 📅 Filing Deadlines — track compliance deadlines
• 💰 Cost Calculator — estimate compliance costs

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.

Frequently Asked Questions

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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