Company officers: Why your business needs them
What are company officers and what roles do they fulfill?
A private company must have appointed company officers at all times. Company officers are the formally named directors and company secretary as stated in the articles of association.
According to The Companies Act 2006, all private limited companies must have at least one director (a public company must have at least two directors and a secretary). A private company does not need to have a secretary unless the company's articles of association require it.
It is a legal requirement for company officers to be in place at all times and for their names and current addresses to be written on the registration documents. If there is a change in company officers, Companies House must be informed straight away – something which can now be done online.
Company directors must manage the company's affairs in accordance with its articles of association and the law. Generally, anyone can be appointed company director and the post does not require any formal qualifications. However, there are a few exceptions.
You are prohibited from being a company director if:
- You are an undischarged bankrupt or disqualified by a court from holding a directorship
- You are under 16 (this only applies in Scotland)
Company directors have a responsibility to make sure certain documents reach the registrar at Companies House. These include:
- Annual accounts
- Annual returns
- Notice of change of directors or secretaries
- Notice of change of registered office
Directors that fail to deliver these documents on time can be prosecuted and are subject to fines of up to £5,000 for each offence, and the company could also be struck off the register. An average 1,000 directors are prosecuted each year for failing to deliver accounts and returns to the Registrar on time so it's not a responsibility that can be taken lightly or ignored.
If you do choose to appoint a secretary, they should be qualified in one or more of the following ways:
- he has been secretary of a public company for at least three of the five years before their appointment; or
- he is a barrister, advocate or solicitor called or admitted anywhere in the United Kingdom; or
- he is a person who appears to the directors to be capable of discharging the functions of secretary; or
- he is a member of one of the following bodies:
- The Institute of Chartered Accountants in England and Wales,
- The Institute of Chartered Accountants of Scotland
- The Institute of Chartered Accountants in Ireland
- The Institute of Chartered Secretaries and Administrators
- The Association of Chartered Certified Accountants
- The Chartered Institute of Management Accountants
- The Chartered Institute of Public Finance and Accounting
The duties of a company secretary are not specified by law but are usually contained within an employment contract. For private limited companies, secretaries are not required to have any special qualifications; however this is not the case if you decide to change your company to a public limited company.
The main duties of a company secretary are to:
- Maintain the statutory registers
- Ensure statutory forms are filed promptly
- Provide members and auditors with notice of meetings
- Send the Registrar copies of resolutions and agreements
- Supply a copy of the accounts to every member of the company
- Keep or arranging minutes of meetings