Company Secretary: Does Your Limited Company Need One?

A private limited company does not need a company secretary. The role is optional for private companies and compulsory only for public ones, so most small companies run perfectly well without one. If you do not appoint a secretary, the directors simply remain responsible for the administration a secretary would handle. This guide explains what the role involves, when appointing one is worthwhile, and how to do it properly.

Key takeaways

• Private limited companies can choose whether to have a company secretary.
• Check your articles of association, as they can require one.
• A secretary can also be a director, but cannot be the company's auditor.
• Appointments and terminations must reach Companies House within 14 days.
• Directors stay legally responsible, whoever does the paperwork.

What is a company secretary?

A company secretary is an officer of the company who looks after its legal administration. The job has nothing to do with typing or diary management. It is about keeping the company's records in order and making sure the right information reaches Companies House at the right time.

GOV.UK puts the rule briefly in its guidance on appointing directors and a company secretary: you do not need one for a private limited company, though some companies use them to take on some of the directors' responsibilities.

What does a company secretary do?

The law does not set out a fixed job description, but typical tasks are:

• keeping the statutory registers and company records up to date
• filing the confirmation statement and the annual accounts
• telling Companies House about changes, such as a new director or a new registered office
• arranging directors' and shareholders' meetings and writing up the minutes
• looking after paperwork for share issues, transfers and dividends

In a small owner-managed company, the directors and their accountant usually cover these between them.

Who can be a company secretary?

A private company has a free hand. The secretary can be a director of the same company, an employee, a family member or an outside firm. There are two main restrictions: the secretary cannot be the company's auditor, and cannot be an undischarged bankrupt unless the court has given permission. No formal qualification is required for a private company, but the person should be organised and comfortable with deadlines.

The secretary's name and service address appear on the public register at Companies House, so anyone can see who holds the role. Our guide to registered office and service address rules explains which addresses can be used.

Director and company secretary compared

For the director's side in more detail, see limited company director responsibilities.

When appointing one makes sense

• Your articles require it. Older companies in particular may have articles written when a secretary was expected.
• Several directors, nobody in charge of paperwork. Naming one person reduces the risk of a filing being missed.
• Outside shareholders or lenders. They may expect formal minutes and well-kept registers.
• Directors who are often unavailable. A secretary can sign and file routine documents.

A single-director company with one shareholder rarely gains anything from the title.

If you do not appoint one

Nothing needs to be filed to say you have no secretary. The work still has to be done, though, so decide who does what. A simple approach is to write down each recurring task, the date it falls due and the director who owns it, then share that list with your accountant. Put the confirmation statement and accounts deadlines in a shared calendar with reminders, and agree who reports changes of director, address or shareholding to Companies House when they happen.

Step by step: appointing a company secretary

1. Read the articles of association. Check whether a secretary is required and how one is appointed.
2. Confirm the person is eligible and willing to act.
3. Agree the scope. List which tasks the secretary will take on and which stay with the directors or the accountant.
4. Record the decision in board minutes or a written resolution.
5. Notify Companies House within 14 days using form AP03 or the online service. GOV.UK lists the company changes you must report.
6. Update your own company records and give the secretary access to the registers, filing codes and key dates.
7. When they leave, file form TM02 within 14 days. The process mirrors the one for adding or removing a director.

Worked example (illustrative)

"Tidewell Joinery Ltd", an illustrative example, has two directors who each assume the other is watching the Companies House deadlines. A near miss on the confirmation statement prompts a rethink.

They check the articles, which do not require a secretary but allow the directors to appoint one. On 2 November 2026 they resolve to appoint their office manager, who already keeps the company diary. The appointment must be notified within 14 days, so form AP03 needs to reach Companies House by 16 November 2026. They file it online the same week and minute the decision.

The office manager now tracks the filing dates and prepares minutes. Their accountant still prepares the accounts. Both directors understand that if a filing is late, the responsibility is still theirs.

The company and details are invented for illustration and are not a real client.

Common mistakes

• Assuming a secretary takes over the liability. Directors remain legally responsible for the company, as GOV.UK makes clear in its guide to running a limited company.
• Not reading the articles. If they require a secretary, the position must be filled or the articles changed.
• Leaving a former secretary on the register. File the termination when someone steps down.
• Missing the 14 day window for notifying an appointment or termination.
• Appointing the auditor. The company's auditor cannot hold the role.
• Giving a title with no brief. Without an agreed task list, nothing actually changes.

How we can help

Our limited company packages include the year end accounts, the Corporation Tax return and the confirmation statement, so directors without a secretary are not relying on memory for the main filings. Packages start from £75 per month on a fixed fee. See our limited company packages, view our pricing, or contact us to talk through what your company needs.