Company Secretary
Role and duties of a company secretary
- Does every company need a secretary?
Yes. Section 283(1) of the Act says every company must have a secretary. Section 283(2) states that a sole director cannot also be the secretary.
- Does a company secretary need any qualifications?
The company secretary of a private limited company needs no formal qualifications.
- What are the duties of a company secretary?
They are not specified by the Act, but are usually contained in an employment contract.
As the secretary is an officer of the company under section 744 of the Act, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return. The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made. (Sections 47 (Section 66 for Scotland) and 131 of the Insolvency Act 1986.)
