Who Can Be a Company Secretary in the UK? Eligibility and Duties

If you run a small business, “company secretary” can sound like an old-school corporate role that only big organisations need to worry about.

But the reality is a bit more practical. Even if your company doesn’t legally need a company secretary, appointing one (or at least understanding the role) can make your governance cleaner, your filings smoother, and your risk of costly admin errors much lower.

This guide breaks down who can be a company secretary in the UK, what they actually do, and the most common mistakes SMEs make (especially when you’re moving fast and wearing five different hats at once).

Do You Need A Company Secretary In The UK?

The first question most SME owners ask is whether they actually need one.

Private Limited Companies (Most SMEs)

If you run a private limited company (Ltd), you generally don’t have to appoint a company secretary. Since changes to the Companies Act 2006, private companies aren’t required to have one (unless your own company documents say otherwise).

That said, many SMEs still choose to appoint a secretary because it helps with:

• staying on top of Companies House filings and deadlines;
• keeping board/shareholder paperwork organised;
• making sure decisions are documented properly;
• reducing the admin burden on directors.

Public Limited Companies (PLCs)

If you run a public limited company, you must appoint a company secretary and they must have the required knowledge and experience to perform the role.

Check Your Articles Of Association

Even if the law doesn’t force you to appoint a secretary, your company’s internal rules might. Your Company Constitution (your Articles of Association) may include requirements about officers, decision-making processes, and governance roles.

If you’re unsure what your Articles allow (or require), it’s worth checking before you appoint someone informally and assume it “counts”.

Who Can Be A Company Secretary In A UK Company?

Now for the key question: who can be a company secretary in the UK?

For most SMEs (private limited companies), the eligibility rules are fairly flexible - but there are still important restrictions to get right.

1) An Individual Person (Including A Director, In Many Cases)

A company secretary can be an individual (a natural person). In many SMEs, it’s a:

• director;
• trusted employee (for example, an operations manager);
• business partner;
• professional adviser.

Can a director be the company secretary? For a private company, yes - a director can usually also act as company secretary.

But: if your company only has one director, that same person generally can’t also be the company secretary (because a company can’t have the same single person acting as both the sole director and secretary in the way the law intends the roles to operate). If you’re in that position, you’ll need a different individual or a corporate secretary.

2) A Corporate Entity (A Company Can Be Company Secretary)

A company secretary can also be a corporate body (another company or firm). This is common when SMEs outsource admin and compliance support.

Appointing a corporate secretary can be helpful if you want consistent admin processes and someone experienced handling:

• Companies House filings;
• register maintenance;
• meeting paperwork;
• document execution workflows.

3) Restrictions: Who Cannot Be A Company Secretary?

In practice, the key restrictions for SMEs are usually about conflicts, practicality, and making sure you can actually demonstrate proper governance.

Some common “don’t do this” scenarios include:

• appointing someone who can’t realistically perform the role (for example, where they lack capacity, availability, or understanding of what’s involved);
• treating the company secretary role as a title only without the person actually maintaining records or processes;
• assuming your accountant automatically acts as secretary without an appointment and clear scope (sometimes they do provide services like this - but it needs to be clear).

Note: for private companies, there isn’t a simple “minimum age” rule written specifically for secretaries in the same way there is for directors. The practical point is to appoint someone who can properly carry out the role and whom you’re comfortable relying on for governance and filings.

If you’re going to appoint someone, do it properly and record it properly.

What Does A Company Secretary Actually Do? Key Duties For SMEs

In a small business, the company secretary role is usually less about “status” and more about keeping your corporate housekeeping under control.

It’s also important to understand that:

• directors remain legally responsible for the company’s compliance, even if admin tasks are delegated; and
• a company secretary’s duties can be shaped by your Articles, board decisions, and internal policies.

1) Companies House Filings And Statutory Deadlines

One of the most valuable things a company secretary can do is make sure you don’t miss key filings, such as:

• confirmation statements;
• annual accounts filings;
• updates to directors/PSC details;
• changes to registered office or SIC codes.

Missing deadlines can lead to penalties, unnecessary scrutiny, and (in the worst cases) action against the company or directors.

2) Maintaining Statutory Registers And Company Records

UK companies must keep certain records, and an SME-friendly secretary can make sure these are maintained and easy to access when needed (for example, during fundraising, a bank application, or a sale).

Common company records include:

• register of members (shareholders);
• register of directors;
• register of people with significant control (PSCs);
• minutes and resolutions.

3) Board And Shareholder Meetings: Agendas, Minutes And Resolutions

Many SMEs don’t hold “formal” meetings - but you still need to document key decisions properly.

A company secretary often helps by:

• preparing agendas and ensuring the right people are notified;
• recording decisions accurately;
• ensuring minutes are signed and stored;
• helping with written resolutions when you don’t want a meeting.

If you want your paperwork to stand up later (for example, if a shareholder dispute arises), consistent Meeting Minutes are one of the simplest ways to show what was agreed and when.

Similarly, when decisions need to be formally approved, it’s worth using a clear Company Resolution process rather than relying on vague email threads.

4) Helping With Contracts And Document Execution (Without Overstepping)

In some SMEs, the company secretary helps coordinate signing processes, especially where:

• multiple directors need to sign;
• a witness is required;
• the document must be executed as a deed;
• there are strict signing formalities (like for property-related documents).

But this is also an area where mistakes happen, because people assume “any signature is fine”. It isn’t always.

For example, deeds often have stricter execution requirements than standard contracts, and whether a witness needs to be physically present can depend on the execution method and the type of party signing. If your company secretary is coordinating a deed signature, it’s worth being familiar with Executing Deeds so you don’t end up with an unenforceable document.

And if you’re ever unsure about whether the company secretary (or anyone else) can sign on behalf of the company, get the signing authority clear early - the rules on Legal Signature Requirements can be surprisingly strict depending on the document type.

Common Company Secretary Mistakes SMEs Make (And How To Avoid Them)

Most small business issues around company secretaries aren’t because someone is trying to do the wrong thing.

They happen because day-to-day operations are busy, and governance slips to the bottom of the list - until a bank, investor, landlord, or buyer asks for documents and you’re scrambling.

Mistake 1: Treating The Company Secretary As “Admin Only”

Yes, there’s admin involved. But the company secretary function is really about risk management.

If your records are incomplete, it can cause major headaches when:

• you bring on an investor;
• you issue or transfer shares;
• you sell the business;
• you face a dispute between founders or shareholders.

Even in an informal SME setting, your documents should tell a clear story about what decisions were made and who approved them.

Mistake 2: Not Recording Appointments And Changes Properly

In small businesses, people often say, “We’ll just make Sam the company secretary,” and then move on.

But if the appointment isn’t properly recorded and (where required) notified, it can create confusion later - especially if the person leaves, relationships change, or you need to prove who had authority to handle filings.

Make sure you:

• formally appoint the secretary (and document it);
• update Companies House where relevant;
• keep internal records consistent with public filings.

Mistake 3: Poor Minute-Keeping (Or No Minutes At All)

If you’ve ever tried to remember what was agreed in a meeting six months ago, you already know why minutes matter.

SMEs commonly run into trouble when:

• decisions are made in casual conversations but never written down;
• minutes exist but don’t match what actually happened;
• minutes are not signed or are stored inconsistently (e.g. scattered across inboxes).

Good minutes don’t need to be complicated - they just need to be accurate, consistent, and accessible.

Mistake 4: Getting Witnessing Wrong

Some company documents require a witness (particularly deeds signed by an individual, and some execution formats for companies).

SMEs often get caught out by:

• using an inappropriate witness (for example, someone with a conflict of interest);
• getting the witnessing process wrong (including whether the witness needs to be physically present, which can depend on the document and signing method);
• not collecting full witness details (name, address, occupation) clearly.

To avoid an enforceability problem later, make sure you understand Who Can Witness A Signature before you sign anything that relies on witnessing formalities.

Mistake 5: Assuming Delegation Removes Director Responsibility

Even if your company secretary is excellent, directors can’t “delegate away” their legal responsibility.

Directors remain accountable for ensuring the company complies with its legal obligations - and if something is missed (like a filing deadline), “we thought the secretary was doing it” usually won’t be a strong defence.

A good approach is:

• clear role scope (what the secretary does and doesn’t do);
• a compliance calendar with shared visibility;
• regular check-ins, especially around filing dates and major company changes.

How To Appoint A Company Secretary (A Practical SME Checklist)

If you’ve decided that appointing a company secretary is the right move, here’s a simple process most SMEs can follow.

Step 1: Check Your Company’s Governance Documents

Start with your Articles and any shareholder arrangements to confirm:

• whether you can appoint a secretary;
• whether there are any restrictions on who it can be;
• whether there are any approval requirements (for example, board approval).

This is also a good time to make sure your founder and shareholder expectations are aligned - a well-drafted Shareholders Agreement can help avoid future disputes about governance and decision-making.

Step 2: Decide If You Need An Individual Or Corporate Secretary

Ask yourself:

• Do we want someone in-house who understands day-to-day operations?
• Do we need specialist compliance support that’s more “outsourced”?
• Are we appointing this person for structure now because we plan to grow or raise investment?

Step 3: Formally Record The Appointment

Record the appointment properly using board minutes and/or a board resolution. The goal is to create a clear paper trail that shows:

• who was appointed;
• when they were appointed;
• what authority or scope they have (if you’re defining it internally).

Step 4: Keep Signing Authority Clear

It’s also smart to clarify who can sign what - especially if your company secretary will be coordinating signature workflows.

This avoids bottlenecks (and the risk of someone signing something they weren’t authorised to sign).

Key Takeaways

• For most SMEs operating as private limited companies, you usually don’t legally need a company secretary, but appointing one can be a smart governance move.
• When it comes to who can be a company secretary, the answer is flexible: it can often be an individual (including a director in many cases) or a corporate entity, but you need to check your Articles and avoid single-person role conflicts.
• A company secretary typically supports Companies House filings, statutory registers, meeting minutes, resolutions, and document execution processes - but directors remain responsible for compliance.
• Common SME mistakes include failing to document appointments, poor minute-keeping, misunderstanding witnessing rules, and assuming delegation removes director responsibility.
• Getting your corporate governance right early helps protect your business, reduce disputes, and makes fundraising, banking, and selling your company far smoother later on.

If you’d like help appointing a company secretary, updating your governance documents, or tightening up your company records, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.