A UK private company is not required by the Companies Act 2006 to have a company secretary. Its articles of association, the company’s internal rules, may nevertheless require one. A public company must have a secretary. Those rules determine whether the office must be filled; they do not tell you how much governance support the company needs.
Start with the company’s legal form and current articles, then decide who will carry out the work. This guide applies to companies incorporated in the UK and subject to the Companies Act 2006. Other organisational forms and sector-specific requirements need their own assessment. Legal position checked on 16 October 2026.
When do you need a company secretary under UK law?
Section 270(1) removes the statutory requirement for a private company to have a secretary. Section 271 requires a public company to have one. The private-company exemption took effect on 6 April 2008.
Companies House’s guidance confirms the distinction and the separate requirement for a private company whose articles require a secretary.
| Your company | Does it need a secretary? | What to check |
| Private company, with no requirement in its articles | No statutory appointment requirement | Who owns the work and whether support is needed |
| Private company whose articles require a secretary | Yes, under those articles | The provision and any proposed amendment |
| Public company, including an unlisted public company | Yes, under section 271 | The appointment and applicable qualifications |
Public company does not mean only a company quoted on a stock exchange. Equally, a large private company does not acquire this statutory appointment requirement simply because its turnover or headcount grows.
What if your articles mention a company secretary?
An express requirement to have a secretary matters; a reference to the secretary’s activities is not necessarily an appointment requirement. Read the current articles, including amendments, rather than assuming the formation documents still apply unchanged.
For older companies, the 2007 commencement order, Schedule 4, paragraph 4 preserves an express requirement in a private company’s articles immediately before 6 April 2008 until that requirement is removed. It distinguishes that requirement from provisions about a secretary’s activities or appointment procedure.
So an older company’s reference to how a secretary may be appointed is not, by itself, proof that it must have one. Nor does the incorporation date alone answer the question. Ask for advice if the wording is ambiguous.
If the articles require the office and the company wants to dispense with it, address the articles before leaving the post unfilled. Normally this requires a special resolution, a decision requiring at least 75% approval under the applicable member voting rules. In a company limited by shares, members are its registered shareholders. Check for any additional restrictions on amendment.
Companies House requires a copy of the resolution within 15 days of it being passed, and amended articles within 15 days of the amendment taking effect. Reporting a secretary’s departure does not amend the articles.
Who can be a company secretary?
A private company secretary needs no prescribed professional qualification. That does not establish whether a particular person has the time, knowledge or judgement for your company’s work.
For a public-company appointment, section 273 requires directors to take all reasonable steps to secure a secretary who:
- appears to them to have the necessary knowledge and experience; and
- meets at least one of the statutory qualification routes.
Those routes include specified professional memberships, being a barrister, advocate or solicitor called or admitted in the UK, and qualifying experience. For example, one route requires service as a public-company secretary for at least three of the five years immediately before appointment. Another concerns other positions held or body membership that makes the person appear capable to the directors.
Chartered status is therefore not the only route. Check the full qualification guidance and record how the proposed appointee meets the requirements.
Who does the work if there is no secretary?
Directors must still ensure the company meets its obligations. They remain legally responsible even when a secretary is appointed. Delegating delivery does not remove that responsibility.
For a private company without a secretary, section 270(3)(b) allows acts required or authorised to be done by or to the secretary to be done by or to a director, or someone authorised by the directors.
Allocate the work explicitly: filings, required records, decisions, meeting records and follow-up actions. Distinguish preparation, approval and submission. Check existing advisers’ engagement letters rather than assuming that an accountant preparing annual accounts also covers every governance task.
What must you do when a secretary joins or leaves?
After incorporation, the company must notify Companies House when a secretary joins or leaves within the 14-day period beginning on the date of the change. The appointment notification must confirm consent to act. Sections 279G and 279H also require changes to the secretary’s required details to be reported within the corresponding 14-day period.
Follow the company’s appointment or termination process and record the decision. The reporting duty applies when a private company chooses to have a secretary too.
Companies House provides online filing and paper forms: AP03 for an individual appointment, AP04 for a corporate secretary (a body or firm), and TM02 to report the end of either appointment. Follow the filing guidance; companies in the protected online filing scheme must not use these paper forms.
Agree a handover of outstanding filings, deadlines, records and access. If the company must have a secretary, plan the replacement alongside the departure.
Since 18 November 2025, companies no longer have to keep their own register of secretaries. They must still keep the information at Companies House up to date. A register of members remains required.
Does buying company secretarial support appoint a secretary?
Buying support does not itself appoint the provider or an individual as the company’s secretary. An external provider can carry out agreed work while an existing secretary remains in office.
Agree the office-holder arrangement separately from the service. Where an appointment is required or desired, establish who will hold the office and complete the formalities. Where the need is additional capacity, define the tasks, access and reporting arrangements.
How do you decide whether you need more support?
For a private company that is free to operate without a secretary, test whether the work has a capable owner. Use this practical planning exercise to identify gaps; it is not a legal compliance certificate.
| Work to examine | Question to answer | Evidence to request |
| Routine filings and required records | Who prepares, checks and submits each item? | A calendar with named owners and completion evidence |
| Board and shareholder decisions | Who checks authority and records the decision? | An agreed process and accessible decision records |
| Changes between scheduled meetings | Who receives notice of a proposed change? | A route for flagging appointments, share issues and transactions |
| Absence or an unexpected deadline | Who can step in, and what can they access? | Named cover, current records and an escalation contact |
Hypothetical example. A private company has no appointment requirement in its articles. Its accountant handles accounts and its finance manager coordinates routine filings. A proposed share issue reveals that nobody has agreed who will check the decision process, coordinate advisers or update the relevant records.
The first action is to name a coordinator, identify who will check the required approvals and agree who will make any filings. Obtain specialist advice where the team lacks the necessary expertise. The gap does not, by itself, establish a need for a full-time appointment. It may call for a defined project, recurring support or a broader internal role.
If the existing team can demonstrate reliable delivery and cover, additional support may be unnecessary. Resolve unclear responsibilities or insufficient capacity before choosing a job title or service package.
What else do directors ask about company secretaries?
The appointment requirement, who may hold the office and how work is delivered are separate questions.
Can a director also be the company secretary?
Yes. A director can also be the company secretary, but the company’s auditor cannot hold that office. Under section 280, one person acting in both roles cannot satisfy a provision requiring an act by or to a director and the secretary.
Does a small private company need a company secretary?
A UK private company does not need a secretary under the Companies Act 2006, regardless of its size. Its articles may require one. Directors remain responsible for the company’s obligations even where they arrange for someone else to do the work.
How can Beyond Governance help with the work?
Beyond Governance’s CoSec-on-Demand service provides company secretarial and governance support through its employed team, including interim and ongoing part-time arrangements.
Bring your current articles, work calendar and list of unallocated tasks to a discussion. Establish whether you need help with particular activities, continuing capacity or a formal office-holder arrangement, and confirm the agreed scope before starting.
