Company secretary: role and duties

The minutes are three weeks late, two versions of the board pack are circulating and nobody is sure whether the change of registered office was filed. Most boards have lived through a week like that. Keeping the board’s paperwork in order is the company secretary’s job, whether the company has one by that name or not. This guide covers what a company secretary does, when UK law requires one and how the work fits around board meetings. It’s general guidance, not legal advice.

What a company secretary does

The role usually combines the board’s administration with compliance work the directors delegate, and in larger companies a third part: governance advice. The directors remain responsible for the company.

• Board meetings. The secretary prepares notice, agenda and board pack with the chair, takes the minutes and tracks the follow-up.
• Records. The secretary keeps the minutes in order, for at least ten years, and the register of members up to date.
• Filings. The secretary makes sure the filings that follow from the board’s decisions reach Companies House on time. These include changes of directors and of people with significant control, and the annual confirmation statement.
• Advice. In larger companies, the secretary advises the chair and the board on governance and supports new directors with their induction.

In a small company these tasks are often shared between a director, the bookkeeper and an accountant. In a listed company the company secretary is usually a senior professional who reports to the chair on governance matters.

Does your company need a company secretary?

It depends on the type of company.

• Private companies. Under the Companies Act 2006 a private company doesn’t need a company secretary unless its articles require one. Without one, anything the law says is to be done by or to the secretary may be done by or to a director, or by or to someone the directors authorise.
• Public companies. A public company must have a company secretary. The directors must take all reasonable steps to make sure the secretary appears to have the knowledge and experience the role needs. The secretary must also meet at least one of the qualification routes in the Act, such as membership of one of the professional bodies it names.
• Charities and other nonprofits. Many have an honorary secretary, often one of the trustees, whose role is set by the governing document and the charity law that applies. A charitable company also follows the Companies Act.
• Outside the UK. In the US, many corporations appoint a corporate secretary, whose duties are set by the bylaws and state law. Other countries have their own rules.

The secretary’s meeting cycle

Before the meeting. Agree the agenda with the chair, pull the board pack together and send it with the notice early enough for the directors to read it. Check who is attending and whether the meeting will be quorate.

During the meeting. Record attendance, apologies and declarations of interest. Note each decision in full, the result of any vote and any dissent a director asks to have recorded. The minutes don’t need to capture the discussion word for word.

After the meeting. Write the draft minutes while the meeting is fresh in your mind and circulate them in line with the board’s procedure. Have the approved minutes signed where your rules require it, and file them with the board’s records. Then update the register of members where needed, make any filings that follow from the decisions, and track the actions until they’re done.

Our guide to the board meeting goes through the cycle from the chair’s side.

Common pitfalls

The same problems come up again and again. The minutes are written weeks after the meeting, when people remember it differently. Several versions of the same document circulate in email threads. Decisions are recorded so vaguely that nobody can tell whether they’ve been carried out. And signatures take weeks because the minutes travel by post or as scanned copies.

A set routine, good templates and one shared place for the board’s documents deal with most of them.

How Hippoly helps

In Hippoly you build the agenda in the agenda builder and attach the materials to each item, and the notice can go out by email with a calendar invitation. During the meeting you write the minutes straight from the agenda. Hippoly’s AI assistant, hi, can turn your rough notes into a formal section. It’s included on Pro and above.

If you want a review step, the meeting participants you appoint comment on the draft in Hippoly. Once the minutes are approved, you send them for e-signing, see who has signed and remind anyone who hasn’t. Hippoly files the signed PDF in the meeting folder, and the follow-up goes into actions. Read more about what a board portal does, or book a demo to see it.