Forming a UK company just became easier!
From the 6th April 2008 it is no longer a legal requirement to appoint a secretary when registering a UK private limited company. Whether or not a secretary is appointed at the time of incorporation is now optional.
So how does that affect your company formation? At Complete Formations we began making plans to alter our systems soon after the proposed changes were announced in the Companies Act back in 2006.
As at 6th April 2008 our systems have the required features and can provide for both situations where a company secretary is wanted and for those where the option not to have one is taken.
You can rest assured that any future changes, such as those coming in to affect later on in 2008, will be accommodated and our system will always represent all current laws, regulations and best practice.
For informational purposes, the following table lays out the differences between the current and previous rules.
| Post 6th April 2008 |
Pre 6th April 2008 |
- A single person is all that is required to form a private limited company
|
- At least two persons were required to register a private company, a director and a secretary
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- Appointing a company secretary is now completely optional
|
- The appointment of a person or another company to act as a secretary was a legal requirement
|
- One person can act as the sole director and company shareholder
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- A single person could be the only director and shareholder, but someone else had to be the secretary
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- Public limited companies still require a suitable qualified secretary
|
- Public limited companies and the more common private limited companies were both required to have a secretary
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- If the option to have a company secretary is taken, then that position can be held by a sole director.
|
- Where there was a single director, that same person could not also act as the secretary
|
What Would a Company Secretary Do?
Having a company secretary, together with a director and subscriber is no longer a legal requirement when registering a private company in the UK. Secretaries, in theory would have responsibility for all statutory records, books and other matters relating to the company's affairs.
Formal Qualifications of a UK Company Secretary
In practice, however, the majority of persons holding the position of company secretary for a private limited company perform very few, if any of these duties. They were merely assigned that position in order for the company to meet the legal obligations to have one.
Where the option to have a person in this position is adopted there are no formal qualifications or experience thresholds that a person must meet in order to be a company secretary.
Secretaries for Public Limited Companies
The 6 April changes did not affect public limited companies (PLC) and for this type of entity, having a suitably qualified secretary is still mandatory.
A person may only be approved to hold a position of secretary of a PLC if they meet one or more of the following criteria:
- Are a Chartered Accountant and are a member of the relevant institute (ICAEW, ICAS, ICAI).
- Are a Certified Accountant and a member of the ACCA.
- Are a Chartered secretary and a member of ICSA.
- Belong to CIMA.
- Are a member of CIPFA.
- Has been a company secretary since December 1980
- Has been a company secretary of a public limited company for three or more years in the last five years.
- Has recognition from the Law Society as a qualified solicitor.
- A person judged by the company directors to be able to fulfil the duties and responsibilities of the position due to their having similar experience in another organisation.
Regardless of the experience or qualifications of the person acting as a company secretary, the responsibilities and penalties towards the company for non compliance of their statutory duties are the same, whether they are public or private.
