Fulfilling the Role of a Company Secretary
A company secretary plays an invaluable part in any organisation. Working with the Chair, the Chief Executive and other directors or board members, the company secretary can provide professional advice and support on corporate governance matters, as well as helping the company to fulfil important legal obligations. Read on to find out more about the role of a company secretary – and discover how hiring an independent company secretary could be the best solution for your business.
Responsibilities and liability
The company secretary is in many ways a figurehead for the company they represent. The company secretary is the individual responsible for ensuring that the organisation fulfils its legal governance duties, including:
- Completing and submitting annual returns and other legal documentation to Companies House
- Keeping statutory records in order, including minutes from board meetings and AGMs, and lists of shareholders
- Maintaining governance documents including the Certificate of Incorporation and the Memorandum and Articles of Association
- Taking responsibility for obligations relating to the company’s registered address
- Notifying Companies House of any changes to the Board of Directors or other significant updates
- Working closely with the board of directors to help run the company and advising on actions they must take to fulfil their legal obligations.
Because the company secretary holds these responsibilities and is named in official documentation, they can be held liable (together with the board of directors) if your company is found to be in breach of any aspect of the Companies Act. The company secretary can also be prosecuted if the company is involved in fraud or other serious offences.
Why hire an independent company secretary?
While a company secretary is an important asset, the role requires in-depth legal knowledge and experience, and many smaller companies and charities may find that they do not have the resources to fulfil this need in-house. By outsourcing the role of company secretary to an independent company like Bridgehouse, you will benefit from the expertise of a qualified lawyer, without committing to the expense of employing a full time legal expert.
The company secretary’s main duties relate to governance matters, but many company secretaries also perform further administrative duties within an organisation. In addition to fulfilling the basic requirements of the role, a company secretary can also offer administrative support to an organisation by:
- Arranging board meetings and AGMs
- Organising the payroll
- Administering pensions
- Providing legal support in other areas including health and safety and employment law
The precise tasks that a company secretary will take on will vary, depending on the size and needs of the organisation. A multinational firm may not require one person to fulfil all of these separate responsibilities because they are likely to have the expertise in-house – however, smaller companies may wish to take advantage of the company secretary’s legal knowledge and experience and make use of their prowess in a variety of different roles.
Knowledge and expertise
The role of a company secretary requires in-depth legal knowledge and experience. Company secretaries working with limited companies (PLCs) must be a qualified accountant, solicitor or barrister, or otherwise be a chartered secretary accredited by ICSA: The Governance Institute.
In addition, it is desirable for the company secretary to have significant professional experience working in governance, preferably in the same type of organisation, as different sectors have different governance requirements.
Company secretaries also require certain personal characteristics: leadership qualities, attention to detail, honesty, diplomacy and the ability to keep information confidential are all essential attributes.
Outsourcing the role of Company Secretary
While large corporations are likely to employ their own company secretary, many smaller companies and charities may find that they do not have the resources to fulfil the role of a company secretary in-house. By outsourcing the post to an independent company like Bridgehouse Company Secretaries, such organisations can benefit from the expertise of a qualified lawyer, without committing to the expense of employing a full-time legal expert.
Here are some of the benefits of outsourcing your governance tasks to an external, chartered company secretary:
- Get value for money by only paying for the services you need, when you need them
- Receive external, independent input on strategic matters
- Benefit from the varied knowledge and experience of an entire team of governance experts
- Take pressure off the board of governors and senior management team by ensuring that your governance duties are completely covered
It is possible to choose which tasks you outsource, so you could hire a company secretary to fulfil just the basic governance duties, or you might decide that you require extra assistance with a particular project or during a busy time for the company. That’s the best aspect of outsourcing your company secretary role – you can pick and choose which services you require.
How Bridgehouse Company Secretaries can help
At Bridgehouse Company Secretaries, we are experts in corporate governance and can offer our professional services to businesses who wish to outsource the vital but specialist role of
Company Secretary. Our team is a diverse selection of highly qualified professionals with
differing areas of expertise, so we are well placed to assist you, whatever specialist knowledge you require.
We work with a variety of different organisations that include:
- publicly quoted companies
- private limited companies
- membership organisations
- housing associations, and resident management companies
We cover a wide variety of company secretarial duties and offer support on corporate governance issues.
Whether you are looking for a helping hand for busy periods only, or interim support to cover the role of Company Secretary over a period of leave, you can hire our experts on a part-time or interim basis if this is best for your organisation. Or, we can take on the role of a company secretary full-time, if this works for you.
Ensure the smooth running of your organisation
By using Bridgehouse Company Secretaries to outsource the role of company secretary, you’ll be safe in the knowledge that all your governance needs are well taken care of. At Bridgehouse Company Secretaries, we offer a range of company secretarial services, tailored to suit your needs. Our experienced company secretaries can provide the following specialist services:
- Project based company secretarial services
- Sector based company secretarial support – whether you require a charity company secretary or specialist services for listed companies, leasehold companies or the private sector
- Corporate meetings support
- Corporate Governance review and support
- Regulatory Compliance
- Company Formations and Companies House Filing
For more information on outsourcing the role of a company secretary, or to discuss your requirements, please contact us on 0845 055 8260.