So, You’ve Got a Company Secretary – The Board’s Secret Weapon

Three cheers for the company secretary – the corporate world’s unsung hero, part compliance officer, part governance guru, part calendar-wielding miracle worker. While the title might not send heart rates soaring, the modern secretary is anything but a paper-pusher.

This article explores the legal and practical responsibilities of company secretaries in English companies: who needs one, what they do, and why forgetting they exist is, frankly, a terrible idea.

Does Every Company Need One?

If you’re a public company, then yes – the Companies Act 2006 says you must appoint a company secretary. Fail to do so and the Secretary of State may start sending strongly worded letters (and possibly worse).

If you’re a private company, it’s optional – unless your articles of association say otherwise. Many still appoint one for the sheer joy of not having directors frantically guessing which Companies House form they need to file on a Friday at 4.59pm.

Who Can Be One?

For private companies, almost anyone can don the secretary’s hat (within reason – your Labrador doesn’t qualify).

Public companies, however, need someone with a bit more pedigree. Think: membership of a professional body (like the Chartered Governance Institute), a qualified solicitor or accountant, or someone who’s already done the job at another public company. The law doesn’t ban corporate secretaries, but they’re rare beasts. The role demands judgement, credentials, and a human being you can hold to account when things go wrong.

What Do They Actually Do?

In short: everything that keeps the company legally upright and morally intact.

• Governance whisperer – They advise the board, especially the chair, and ensure meetings are more than just tea and biscuits.
• Compliance compass – From filing accounts to managing insider lists, they’re your best defence against regulatory embarrassment.
• Minute-taker-in-chief – They record the official history of your decisions (including those made during Teams calls that could’ve been emails).
• Shareholder wrangler – Especially for listed companies, they manage AGMs, shareholder comms, and disclosure obligations – all without losing the plot.

In larger companies, the role’s more strategic. In smaller ones, it might include sorting insurance, PAYE, and the office Christmas lunch.

Behind Every Good Board…

A good company secretary is to the chair what Robin is to Batman. They help run the board, guide decision-making processes, and nudge the directors when things look legally wobbly. They’ll also be the one suggesting board evaluations, refreshing induction materials, and subtly reminding everyone of their Companies Act duties – with the patience of a saint.

Compliance, Stat Books, and the Joy of Filing

This is where the company secretary’s inner nerd truly thrives.

They’re responsible for keeping the company’s statutory books in immaculate order – registers of directors, shareholders, and people with significant control (known affectionately as PSCs). They make sure filings with Companies House are timely, accurate, and don’t bounce back due to a stray semicolon or someone forgetting their middle name.

For listed companies, the job ramps up. The secretary helps manage compliance with the Market Abuse Regulation (MAR) – making sure the company doesn’t accidentally leak inside information that could move the share price. They also help implement the dealing code: a set of rules preventing directors and senior execs from trading shares at inappropriate times (like just before a profit warning).

In short, they’re the guardian of good housekeeping – but the kind who can quote legislation while updating your shareholder register.

Can You Hold Them Liable?

Oh yes. Just because the company secretary isn’t called a director doesn’t mean they get to coast in the legal blind spot.

Their duties might not be spelt out in neon lights under the Companies Act, but under good old-fashioned common law, they’re still expected to behave like a grown-up: act in the company’s best interests, avoid conflicts, show care and competence, and steer clear of any perks that haven’t been properly approved.

And when things go wrong? If the secretary’s been complicit in a company’s failure to meet its legal obligations – missed filings, botched disclosures, dodgy resolutions – they could be personally liable. Yes, really.

This is a role with real responsibility, and the courts won’t hesitate to remind you of that.

The 21st Century Secretary

The modern company secretary is no longer just the boardroom note-taker or keeper of the statutory books. These days, they’re expected to help shape how a company shows up in the world – and how it treats the people in it.

That means:

• Supporting the board on ESG strategy – that’s Environmental, Social and Governance matters, covering everything from climate risks to diversity policies and ethical supply chains. The secretary doesn’t write the strategy, but they help make sure it’s more than a buzzword in the annual report.
• Acting as a sounding board on culture and ethics, including how whistleblowing is handled and whether inclusion initiatives actually mean something – or are just there to tick a box.
• Guiding the board’s stakeholder engagement – making sure there’s substance behind investor communications, employee forums, and customer accountability.

The Financial Reporting Council’s latest UK Corporate Governance Code makes all this clear: the company secretary is no longer just the one who knows where the minute book is – they’re now central to ethical leadership and long-term value.

A Word on Insurance

With great governance comes great responsibility – and, occasionally, the risk of getting personally sued.

While the Companies Act doesn’t let you sweep away liability for things like negligence or fraud (sorry), most companies do give their secretary some legal backup. That typically takes the form of:

• An indemnity – usually set out in the employment contract or articles of association. This covers legal costs for third-party claims, provided the secretary hasn’t gone rogue.
• Directors’ and officers’ insurance (D&O) – the corporate world’s safety net. It usually includes company secretaries and helps cover the cost of defending claims, investigations, and other regulatory headaches.

In short: if you’re keeping the board legally afloat, it’s only fair they’re insured when the legal waters get choppy.

The Last Word

The company secretary might not take centre stage, but they’re often the reason your board meetings run smoothly, your filings don’t bounce, and your AGM doesn’t end in chaos.

They’re the quiet constant behind legal compliance, governance hygiene, and boardroom sanity – part technical expert, part corporate therapist. And as expectations rise around transparency, ethics, and stakeholder engagement, their role has never mattered more.

So yes, they might still be the one chasing signatures and updating registers – but they’re also helping shape how the company behaves, communicates, and gets things done.

Ignore them at your peril. A good one is worth their weight in governance gold.