Company secretary

Introduction

Every public company must have a qualified company secretary. Private companies may choose to appoint a secretary, but are not obliged to do so.

The secretary is usually appointed and removed by the directors.

Qualifications

The secretary of a public company must be qualified under one of the following conditions:

• They must have held the office of company secretary in a public limited company (plc) for at least three out of the preceding five years.
• They must be a solicitor, barrister or member of ICAEW, ACCA, CIMA, ICSA, CIPFA.
• They must appear to be capable of discharging the functions by virtue of another position or qualification.

Duties

There are no statutory duties, therefore the duties will be whatever the board decides. The company secretary will typically undertake the following:

• check that documentation is in order
• make returns to the registrar
• keep registers
• give notice and keep minutes of meetings
• countersign documents to which the company seal is affixed.

Powers

The company secretary has the authority to bind the company in contract. There are two types of authority:

• actual authority: this is the authority delegated by the board
• apparent authority regarding contracts of an administrative nature.

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