A private company does not have to have a company secretary: section 270(1) of the Companies Act 2006 makes the role optional, while section 271 requires every public company to have one. If a company does appoint a secretary, that person is an officer of the company, Companies House must be told of the appointment or departure within 14 days, and the secretary can sign documents alongside a director.
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Does a private company need a company secretary?
No. Section 270(1) of the Companies Act 2006 says a private company is not required to have a secretary. Where a private company takes advantage of this, section 270(3) fills the gap: anything that would be sent or served on the secretary can be sent to the company itself, and anything else to be done by or to the secretary can be done by or to a director or by a person the directors authorise, either generally or for a specific task.
Many small companies still choose to appoint one, often a spouse, a co founder or the company’s accountant, because it separates administrative work from the directors and gives the company a second authorised signatory. Before deciding, check the company’s own articles of association. Older articles sometimes refer to a secretary, and the articles bind the company even though the Act no longer insists on the role.
What does a company secretary actually do?
The Companies Act 2006 does not give the secretary a statutory job description. In practice the role covers the company’s administration, typically:
- filing the confirmation statement and reporting changes of officers, registered office and share capital to Companies House;
- keeping the register of members and the other statutory records, including minutes of general meetings and written resolutions, which section 355 requires to be kept for at least ten years;
- registering share transfers, which section 771 requires to be registered or refused within two months of being lodged;
- entering new share allotments in the register of members within two months (section 554), working alongside the directors when they allot shares;
- preparing board and shareholder meeting papers, minutes and dividend paperwork (see how to pay dividends legally).
Delegating these tasks does not move the directors’ legal responsibilities onto the secretary. The general duties of directors in sections 171 to 177 apply to directors, and directors remain responsible for accounts and filings even when the secretary prepares them.
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Who can be the secretary of a public company?
Section 273 places a duty on the directors of a public company to take all reasonable steps to ensure the secretary appears to have the requisite knowledge and experience and holds at least one of these qualifications:
- having been secretary of a public company for at least three of the five years before appointment;
- membership of one of the bodies listed in section 273(3): the Institute of Chartered Accountants in England and Wales, the Institute of Chartered Accountants of Scotland, the Association of Chartered Certified Accountants, the Institute of Chartered Accountants in Ireland, the Institute of Chartered Secretaries and Administrators, the Chartered Institute of Management Accountants or the Chartered Institute of Public Finance and Accountancy;
- being a barrister, advocate or solicitor in any part of the UK;
- any other position or membership that makes the person appear to the directors capable of doing the job.
If a public company has no secretary, section 272 allows the Secretary of State to direct it to appoint one within a period of between one and three months. Failing to comply is an offence by the company and every officer in default.
How is a secretary appointed, and what must Companies House be told?
A company’s first secretary, if any, is named in the statement of proposed officers on incorporation (section 12). After that, section 279G requires the company to notify the registrar when a person becomes or ceases to be secretary, within 14 days beginning with the day of the change. An appointment notice must include the required information and a statement that the person has consented to act. Section 279H requires changes to a secretary’s details to be notified within the same 14 day period.
For an individual secretary, the required information under section 279J is only the name, any relevant former names and a service address, which may be stated as the company’s registered office. Unlike a director, no date of birth or residential address is needed. A company or firm can also be secretary (section 279K). Paper forms are AP03 to appoint an individual secretary and TM02 to end an appointment, although Companies House recommends the online service.
Since 18 November 2025, companies no longer keep their own register of secretaries. Sections 274A to 279F were omitted by Schedule 2 to the Economic Crime and Corporate Transparency Act 2023, so the Companies House record is now the only register. Failing without reasonable excuse to give the required notices is an offence by the company and every officer in default (section 279M).
Can the secretary sign documents for the company?
Yes, in England and Wales and Northern Ireland. Under section 44(2) a document is validly executed by a company if it is signed by two authorised signatories, or by one director in the presence of a witness who attests the signature. Section 44(3) defines authorised signatories as every director and, in a private company with a secretary or a public company, the secretary or any joint secretary.
There is a limit. Section 280 provides that where something must be done by or to a director and the secretary, it is not satisfied by the same person acting in both capacities. If the office of secretary is vacant or no secretary can act, section 274 allows an assistant or deputy secretary, or anyone authorised by the directors, to act instead.
Illustration only. A private company has two directors, Ann and Ben, and Ann is also the secretary. The company needs to execute a lease. Ann cannot sign once as director and again as secretary. The lease can be signed by Ann and Ben as two directors, or by Ann alone with an independent witness attesting her signature.
Is a company secretary personally liable?
A secretary is an officer of the company. Section 1121 defines an officer, for offences committed by “every officer in default”, as including any director, manager or secretary, and an officer is in default if they authorise, permit, participate in or fail to take all reasonable steps to prevent the contravention. Many record keeping offences use this wording, for example failing to keep the register of members (section 113) or the records of resolutions and meetings (section 355). A secretary who accepts the role should therefore make sure the work is actually done.
Identity verification currently applies to directors and people with significant control. Companies House has said it will introduce verification at a later date for people who file at Companies House, which may affect secretaries and agents who make filings (see Companies House identity verification).
What mistakes do companies make with the secretary role?
- Not filing a termination when a secretary or outsourced provider stops acting, leaving an out of date name on the public record.
- Treating the secretary as responsible for the accounts or directors’ decisions.
- Using one person as both director and secretary to meet a two signatory requirement, contrary to section 280.
- Appointing someone to a public company without checking the section 273 qualifications.
- Continuing to maintain a local register of secretaries instead of keeping the Companies House record accurate.
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Related Accountapedia entries
- How to appoint a company director
- Public limited companies: requirements
- Changing a director’s details at Companies House
- Can a company be a director of another company
- Shareholder identity information on the register
- Company name rules and sensitive words
- The role of the chair of a company board
- What a managing director is legally
Related cover: Directors and officers insurance. Ask for a quote or call 01795 841 310.
Sources
- legislation.gov.uk: Act 2006 c. 46, section 270
- legislation.gov.uk: Act 2006 c. 46, section 271
- legislation.gov.uk: Act 2006 c. 46, section 355
- legislation.gov.uk: Act 2006 c. 46, section 771
- legislation.gov.uk: Act 2006 c. 46, section 554
- legislation.gov.uk: Act 2006 c. 46, section 273
- legislation.gov.uk: Act 2006 c. 46, section 272
- legislation.gov.uk: Act 2006 c. 46, section 12
- legislation.gov.uk: Act 2006 c. 46, section 279G
- legislation.gov.uk: Act 2023 c. 56, schedule 2
Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.