An outsourced company secretary provides agreed company secretarial support through an external provider. Outsourcing can suit a UK company that can define the work, provide the necessary information and agree dependable access to advice. An in-house appointment may be preferable when the role requires sustained involvement in daily decisions. A hybrid arrangement combines internal leadership with external delivery or specialist support.
For a general counsel or chief financial officer, the decision starts with which responsibilities need an owner. A salary and a service fee are only comparable once you know what each arrangement will deliver and what work will remain with your team.
Beyond Governance’s CoSec-on-Demand service provides company secretarial and governance support through an employed team, backed by wider team expertise. The framework below helps you assess external support alongside recruitment and a combined approach.
Separate the service from the formal appointment
An external provider can carry out company secretarial work while the company’s existing secretary remains in office. Buying support does not itself appoint the provider or its employees as company secretary. Where a formal appointment is also needed, agree who will hold the office.
A UK private company does not need a secretary unless its articles of association require one. A public company must have a secretary. Companies House explains this distinction.
For a public company, section 273 of the Companies Act 2006 requires directors to take all reasonable steps to secure a secretary who appears to them to have the necessary knowledge and experience and has one of the listed qualifications. Those routes include other positions held or membership of another body that, in the directors’ view, demonstrate capability; a particular professional qualification is not compulsory.
Delegating work does not remove directors’ responsibilities. GOV.UK confirms that directors remain legally responsible for the company, even when it has a company secretary.
In practical terms, name the internal person who will supply information, resolve competing instructions and oversee the service. The provider can own agreed delivery without replacing the board’s decisions or management’s contribution. Listed and regulated businesses should assess their additional requirements separately before settling the scope.
Define the work before choosing the model
Start with your board calendar, entity list, recurring obligations and expected transactions. Separate three kinds of work:
- Recurring delivery: maintaining company records, coordinating agreed filings, organising meetings, preparing minutes and tracking actions.
- Governance judgement: advising on decision processes, conflicts, delegated authority and matters that need escalation to the chair or board.
- Internal coordination: obtaining information from colleagues, understanding developing proposals and bringing the right people into a decision early enough.
These are planning categories, not a statutory list of duties. An external engagement can include senior advice as well as delivery. Equally, employing someone does not establish that one person has the experience or capacity for every part of the role.
For each activity, record the output, deadline, information supplier, delivery owner and approver where needed. Identify work that currently happens only because the GC or CFO chases it personally. A new arrangement needs to explain how that work gets done.
If the gap is within an existing secretariat, our guide to deputy and assistant company secretary roles can help you specify the responsibility and seniority required.
Compare the three support models
The following is a suggested decision guide. Suitability depends on the people, scope and working arrangements.
| Model | A good reason to consider it | What you need to establish |
| In-house | A continuing role needs deep organisational knowledge and frequent involvement with management and the board | Sufficient work for the proposed hours; relevant experience; absence cover; access to specialist advice |
| Outsourced | You can specify the work and access requirements, and a provider can deliver them at the required level | A capable lead; reliable information flow; appropriate response times; cover; clear boundaries and escalation |
| Hybrid | Internal leadership remains valuable, while defined delivery, specialist work or workload peaks can move externally | One clear division of responsibilities, without gaps or duplicated review; enough internal time to coordinate the arrangement |
In-house need not mean full-time. Outsourced need not mean remote, occasional or limited to filings. A remote company secretary still needs access to relevant people, records and discussions; agree when physical attendance matters.
Avoid using company size as the deciding factor. Two businesses with similar turnover can have very different board activity, ownership structures and demands on their governance teams.
Test four requirements before comparing price
Access to the information that matters
How will the secretary learn about a proposed share issue, director change or acquisition before it needs action? Who alerts them between meetings? Give the prospective provider or employee an explanation of the information flow, including where it currently fails.
If key information arrives late internally, appointing an external provider will not by itself repair that process. Assign someone to make it work.
Judgement and access to the board
Ask who will advise on a difficult governance question, who will review unfamiliar work and how concerns reach the chair. Let the chair meet the proposed lead and test whether they can explain an issue clearly and challenge a proposal constructively.
Neither employment nor an external contract guarantees effective challenge. Look for relevant experience, a clear remit and an escalation route that works when a senior executive disagrees.
Capacity and continuity
Test an ordinary month, your busiest period and an unexpected absence. For a provider, ask who covers the lead and how they obtain the context and permissions they need. For an employee, identify the person or service that will cover leave, departure or specialist work beyond their experience.
Additional people are useful only if the cover arrangement can function. Request the handover process and agree which urgent matters need a response before the next scheduled working day.
Confidentiality and control of records
Agree access permissions, secure ways to exchange papers, permitted use of subcontractors, incident reporting and arrangements for returning records. Include restrictions on using confidential material in external AI or transcription tools where relevant to your board’s policies.
Where a provider processes personal data on your company’s behalf as a processor, the UK General Data Protection Regulation (UK GDPR) requires a written contract or other binding legal act containing the required terms. Establish the parties’ actual data protection roles; do not assume every professional adviser is a processor for every activity.
If an option cannot meet a requirement essential to your board, resolve the gap before comparing its price with the alternatives.
A worked decision example
Hypothetical example: a group has six UK subsidiaries. Its GC has the capability and time to advise the main board, but routine entity work and meeting administration repeatedly interrupt that role. Finance can provide reliable information, and the expected work can be specified.
A hybrid arrangement is a reasonable option to test. The GC retains internal leadership and board relationships; a provider takes responsibility for agreed entity and meeting work, with clear escalation for matters requiring advice or approval. The business should price the internal coordination time as well as the external service.
Change one assumption and the recommendation may change. If the GC lacks time to lead governance and the business needs daily senior involvement across decisions, transferring administration alone leaves the central gap unresolved. Consider an in-house appointment or an external engagement explicitly scoped and resourced to provide that leadership.
The lesson is to buy the capability that is missing. A backlog and a leadership gap require different responses.
Compare the whole cost over the same period
Use the same entities, meetings, projects, response expectations and period for each option. Separate the first year from later years so recruitment, onboarding and transition costs remain visible.
For in-house support, include salary, employer costs, recruitment, systems, professional development, absence cover and any external specialist help still needed.
For outsourced support, include the agreed fee, onboarding, additional meetings and transactions, urgent work, systems, expenses and the time your own people will spend supplying information, reviewing outputs and managing the relationship. Establish which charges attract VAT and how much, if any, your business can recover.
For hybrid support, include both components and check the boundary carefully. Paying an external team while leaving the same delivery work with internal colleagues is unlikely to achieve the intended capacity benefit.
Internal time deserves its own line. Hypothetical capacity calculation: if the arrangement requires 20 internal hours a month, valued at an assumed fully loaded cost of £100 an hour, that represents 20 × 12 × £100 = £24,000 a year of internal resource.
Those figures are illustrative, not salary benchmarks or BG fees. The £24,000 is not necessarily additional cash expenditure where existing employees do the work. Show it separately from supplier invoices and avoid counting the same employment cost twice.
A lower fee is meaningful only alongside a clear account of the work and availability it buys. Ask what changes the price and when the scope will be reviewed.
Check the engagement and transition arrangements
Company secretarial outsourcing does not, in itself, determine whether the off-payroll working rules, commonly called IR35, apply.
HMRC distinguishes between workers employed and paid by a supplier, and those providing services through their own intermediary, such as a personal service company. Where the individual is genuinely employed by the supplier and Pay As You Earn (PAYE) is applied to all earnings, HMRC says the client will generally have no off-payroll responsibilities for that worker. The client should check that PAYE is being operated correctly.
If an individual will formally hold office as company secretary, include that appointment in the tax review. HMRC’s office-holder guidance says income from the office is subject to PAYE even when the individual works through their own intermediary.
Separately, HMRC says whether a service is fully contracted out depends on the commercial reality. Check how the proposed service and labour supply chain actually work. An “outsourced” label is not a tax-status determination.
If you are moving work from an existing team or provider, assess employment-transfer obligations before fixing the cost and start date. In Great Britain, Acas explains that the employment-transfer rules known as TUPE can apply to outsourcing, insourcing and changes of contractor, subject to the relevant conditions. Northern Ireland arrangements need an assessment under the applicable local rules.
Review proposed liability limits, professional indemnity cover, termination rights and any charges for handover. Understand the contractual remedy for service failure alongside the practical plan for keeping work moving.
Agree a handover covering records, upcoming deadlines, unresolved actions, system access and responsibility during the change. Apply the same discipline to an eventual exit, including the format and timing of records transfer.
Put the recommendation on one page
Before asking the board to approve the arrangement, record:
- The need: what work or capability is missing, and what happens if it remains unresolved.
- The allocation: what stays internally, what moves and who holds any formal appointment.
- The evidence: why the proposed people, access, response arrangements and cover meet the requirement.
- The cost: the first-year and recurring costs, assumptions, exclusions and retained internal effort.
- The changeover: the handover owner, dependencies and acceptance of outstanding work.
- The review: set a first review after an agreed delivery cycle and identify what would trigger additional capacity, a different scope or recruitment.
At the first review, examine missed deadlines, time spent chasing information, rework and whether the GC or CFO is still doing work that was meant to move. These observations give you a basis for changing the arrangement before the same problems become routine.
Discuss the arrangement your board needs
Beyond Governance’s CoSec-on-Demand service includes interim cover, retained or fractional support, and meeting and minutes support. Bring the scope, internal responsibilities and likely pressure points to the discussion so the proposed support can be assessed against your actual need.
