Do You Need a Company Secretary? (2026 Guide)
Plenty of new directors assume a company secretary is a mandatory role, left over from old films where someone in a suit takes the minutes. For most UK private companies, it hasn’t been a legal requirement since 2008 u2014 yet the confusion persists, and getting this wrong (in either direction) can leave real gaps in your compliance. This guide from Filing Accounts UK explains exactly who needs one, what the role actually involves, and how to appoint one properly if you choose to.
At Filing Accounts, we help directors handle the administrative and compliance work a company secretary would traditionally cover. Official guidance is available at GOV.UK: Appoint directors and a company secretary.
Do You Legally Need One?
Under Section 270 of the Companies Act 2006, private limited companies are not required to appoint a company secretary u2014 this has been the case since April 2008. The one real exception is your company’s Articles of Association: if your Articles specifically require a company secretary (more likely if your company was incorporated before 2008 and never updated its Articles), you’ll need one unless the members pass a special resolution to remove that requirement.
Public limited companies (PLCs) are the clear exception u2014 Section 271 makes a company secretary mandatory for every PLC, and that person must hold specific professional qualifications or relevant experience.
So Why Do Some Companies Still Appoint One?
Even without a legal requirement, many companies choose to appoint a company secretary voluntarily, usually as the business grows past a founder or two. The role can take real pressure off directors by handling:
- Maintaining statutory registers (members, directors, PSCs)
- Preparing and filing Confirmation Statements and other Companies House documents
- Organising board and shareholder meetings, and taking minutes
- Issuing share certificates and managing share allotments
- Keeping the registered office documents ready for public inspection
In some companies this is a purely administrative role; in others, particularly as a business prepares for investment or scales up governance, the secretary advises the board on procedure and corporate governance more broadly.
Who Can Be a Company Secretary?
For a private company, there’s no formal qualification requirement u2014 the secretary can be an individual or even a corporate body (such as a formation agent or accountancy firm acting in that capacity). There’s no residency or nationality requirement either. That said, the role still demands genuine competence: whoever takes it on needs to actually understand the duties involved, not just hold the title.
A company secretary is legally treated as an officer of the company, the same status as a director u2014 which matters because it brings real accountability, not just a job title.
How to Appoint a Company Secretary
- Pass a board resolution appointing the individual or corporate body
- Get their formal consent to act
- Notify Companies House of the appointment, updating your public officer record
- Document clear terms u2014 whether the secretary is an employee or engaged under a separate service agreement
Removing a secretary follows a similarly straightforward process u2014 a board decision followed by notifying Companies House of the change.
Directors Remain Responsible Either Way
This is the single most important point in the whole topic: appointing a company secretary does not transfer legal responsibility for compliance away from the directors. If Companies House filing deadlines are missed, directors remain accountable, regardless of whether a secretary was technically handling that work. Don’t let the “co sec” title create a false sense of security u2014 it’s a support role, not a shield.
Company Secretary at a Glance
| Company Type | Company Secretary Required? |
|---|---|
| Private limited company (standard Articles) | No, optional |
| Private limited company (older Articles requiring one) | Yes, unless removed by special resolution |
| Public limited company (PLC) | Yes, mandatory, with qualification requirements |
Common Mistakes to Avoid
Assuming It’s Still Compulsory
This hasn’t been true for private companies since 2008 u2014 don’t pay for a service you don’t legally need without checking first.
Not Checking Older Articles of Association
Companies incorporated before April 2008 may still have Articles requiring a secretary u2014 worth checking rather than assuming the general rule applies to you.
Thinking a Secretary Removes Director Liability
Directors stay legally responsible for compliance regardless of who’s actually doing the administrative work.
Frequently Asked Questions
Is a company secretary legally required for a private limited company?
No, not since April 2008, unless your Articles of Association specifically require one.
Do PLCs need a company secretary?
Yes, this remains mandatory, and the appointee must hold relevant qualifications or experience.
Can my accountant act as company secretary?
Yes u2014 a corporate body, including an accountancy firm, can act as company secretary for a private company.
Does appointing a secretary reduce director liability?
No. Directors remain legally responsible for the company’s compliance regardless of whether a secretary is appointed.
Need Help With Company Administration? Talk to Filing Accounts UK
Whether or not you appoint a formal company secretary, someone needs to stay on top of statutory registers, filings, and deadlines. At Filing Accounts, we handle exactly this kind of ongoing compliance work for UK small businesses.
You may also find these related guides helpful: