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.
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
|
- Appointing a company secretary is 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
|
- This particular provision remains unchanged
|
- Public limited companies required a suitable qualified secretary
|
- A sole director can not opt to also act as the secretary (where to option to have one is chosen)
|
- Where there was a single director, that person could not also act as the secretary
|
Legal Requirement to Have a Company Secretary
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.
Company Secretaries of PLCs
For public limited companies (PLC) however a person may only be approved to hold a position of secretary 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.
