In a UK company, the company secretary helps the business meet its corporate obligations and helps its board make informed, properly authorised decisions. The work can include maintaining company records, coordinating filings, planning board business, advising on governance procedures and following up decisions. The balance depends on the company’s legal form, complexity and agreed remit.
For employers, the role is best defined through the work your board needs: clear information before a decision, sound procedures when taking it, and an accurate record of what must happen afterwards. Reliable administration underpins that work. The wider contribution comes from spotting gaps, advising the chair and helping colleagues resolve them.
What should a company secretary deliver for your business?
Start with the decisions and obligations your organisation needs to manage. The following are suggested outputs to agree, rather than a universal list of statutory duties. Check that the person or team has the expertise and capacity to deliver them.
| Area of work | What employers should expect | What needs an agreed owner |
| Corporate administration | An obligations calendar, current records and evidence of completed filings | Who supplies, checks and submits information for each entity |
| Board and committee planning | Agendas linked to board priorities; papers that explain the decision required | Who commissions papers and escalates missing or inadequate information |
| Governance advice | Clear approval routes, relevant delegations and potential conflicts identified | Who resolves uncertainty and obtains specialist advice |
| Minutes and follow-up | A usable record of decisions, conditions and actions | Who approves the record, implements decisions and escalates delays |
| Director induction | A programme covering the business, governance arrangements and directors’ responsibilities | Who contributes, checks progress and provides continuing support |
| Shareholder business and reporting | A coordinated timetable for applicable meetings, communications and governance reporting | Which contributions sit with finance, legal, communications and registrars |
A growing private company may need clearer approval processes and dependable filings. A group with several subsidiaries may need better coordination across entities. Start with those needs before borrowing a job description from a much larger organisation.
Advice between meetings matters too
The Chartered Governance Institute’s overview describes the secretary as an adviser who monitors relevant legal and governance developments, briefs the board and provides informed challenge.
For an employer, a useful briefing should explain which entities are affected, what decision or change is needed, who must act and when. Agree which developments the secretary monitors and where legal, regulatory or other specialists contribute. Forwarding an update is only the start of that task.
Give the role access to developments inside the business as well. Ask executives to involve the secretary when a transaction, leadership change or new subsidiary is being planned, so approval requirements can be considered before commitments are made.
A day in the role: the value behind the board meeting
Consider this hypothetical example. A UK private company is considering an acquisition. Its internal approval rules reserve acquisitions to the board. The paper proposes an initial offer but does not distinguish permission to negotiate from permission to complete the transaction.
Before the meeting: the company secretary raises the ambiguity with the author and chair. Legal and finance colleagues help identify the intended approval, outstanding advice and any further consents required. The revised paper makes the proposed decision and its limits clear.
During the meeting: directors authorise management to negotiate within specified limits, with final terms returning to the board. The secretary checks that the decision and conditions are clear enough to record. The board retains responsibility for its commercial judgement.
Compare two illustrative descriptions of that decision:
Too vague: “The board approved the acquisition.”
Clearer: “The board authorised management to negotiate within the limits set out in the paper. Final terms must return to the board for approval before the company commits.”
These phrases illustrate the difference in authority; they are not a complete set of minutes or wording to copy into a real transaction. The actual record must reflect the discussion and decision made.
After the meeting: the secretary communicates the actions and approval conditions to the appropriate people. Finance owns its analysis, legal advisers their advice, and management the negotiations. The next approval goes on the forward agenda, with a named person responsible for the paper.
The employer gains clarity about what management can do next. The contribution runs from identifying the ambiguity to making the decision usable. Real approval requirements depend on applicable law and the company’s arrangements.
What authority and support does the role need?
A secretary expected to improve board papers needs a mandate to challenge incomplete information. Agree how omissions are raised with the author and chair, and who decides whether an item is ready for the meeting. The author remains responsible for the paper’s substance.
The chair’s backing matters when a senior executive wants to proceed despite unresolved questions. Agree an escalation route that lets the secretary explain the missing information, advice or approval. Authority to raise a concern should be explicit; it does not itself give the secretary power to make the board’s decision.
Set boundaries around the rest of the work too. Coordinating an annual report does not mean producing or assuring every figure. Tracking a risk committee action does not mean owning the underlying risk. Supporting the handling of conflicts does not remove directors’ own obligations.
For each recurring task, name the person supplying information, the person delivering the work and the person approving it. Identify where specialist advice is needed. If the secretary also holds a legal, finance or operational position, allow time for both remits. A combined title does not create extra capacity.
Who should the company secretary report to?
The reporting line needs to let the secretary raise governance concerns with the chair, including when an executive would prefer not to raise them.
For companies applying the UK Corporate Governance Code 2024, Provision 16 says all directors should have access to the secretary’s governance advice, and appointment and removal should be matters for the whole board. The Code’s provisions operate on a comply-or-explain basis. The FRC identifies its scope as companies in the commercial companies and closed-ended investment funds listing categories, irrespective of where they are incorporated; it is not a general requirement for every UK company.
The accompanying FRC guidance, paragraphs 80–86, recommends reporting to the chair on board governance matters. It allows a separate executive reporting line for other management responsibilities. The guidance is non-mandatory.
For an employer outside the Code’s scope, direct access to the chair is still a useful arrangement to consider. Write down how concerns will be escalated, who can seek advice and how disagreements will be handled. A reporting line on an organisation chart is of limited help if the secretary cannot use it in practice.
Which company secretary duties are legal requirements?
Start by separating the requirement to appoint a secretary from the work the company needs done.
Under the Companies Act 2006, a UK private company does not have to appoint a secretary. Its articles of association, the company’s internal rules, may nevertheless require one. A public company must have a secretary, including a public company whose shares are not listed.
For public companies, section 273 also requires directors to take all reasonable steps to secure a secretary who appears to them to have the necessary knowledge and experience and meets one of the qualification routes specified in that section.
Companies House guidance explains that the role is normally set out in the employment contract, rather than a single statutory job description. The secretary is an officer of the company and may be criminally liable for certain company defaults. Equally, appointing a secretary does not remove directors’ legal responsibilities.
For employers, this means defining the responsibilities, authority and support attached to the appointment. An external service agreement should also distinguish between providing support and holding the formal office of company secretary.
This guide focuses on UK companies. Check any additional requirements arising from the company’s listing, regulatory status or governing documents. Other legal forms need a separate assessment. For more on the appointment rules, see whether your company needs a company secretary.
How can employers tell whether the role is working?
Assess whether decisions are understandable and followed through, alongside the reliability of administration. Counting meetings attended or minutes produced tells you little about whether people understood what they were authorised to do.
Try the following review with the chair and secretary. It is a starting point for discussion, not a governance audit or a validated performance test.
1. Choose three recent board decisions, including one with conditions. Read the relevant papers, minutes and action records together.
2. Trace authority and instructions. Can you identify who could approve the proposal, what was agreed, what remained conditional and who had to act?
3. Ask the action owners what happened. Did their understanding match the record? If work stalled, what prevented progress and who was told?
4. Agree one improvement, an owner and a review date. Check the next relevant decision to see whether the change worked.
When something has gone wrong, diagnose the cause before judging performance:
Late papers: establish when the author supplied the information and whether the timetable was realistic. Repeated chasing will not fix unclear ownership or an impossible deadline.
Overdue minutes: distinguish time spent waiting for a draft from time spent waiting for comments or approval. Protected drafting time and an agreed review deadline address different problems.
Open actions: check whether the owner understood the task, had the resources to do it or needed another decision. The secretary can track and escalate; the person assigned the action remains responsible for delivery.
Use measures such as missed filing deadlines, late papers and ageing actions to prompt that investigation. Agree definitions and targets for your organisation. A justified postponement may be better governance than approving a proposal merely to keep a timetable moving.
Turn expectations into a workable role brief
Before recruiting, commissioning support or revising the role, agree a short written brief with the chair and executive team:
1. Purpose: the priority problems the role should help solve and the outputs expected.
2. Scope: the entities, boards, committees and work between meetings covered, including exclusions.
3. Authority: access to the chair, information and colleagues, plus the route for escalating concerns.
4. Dependencies: named information providers, approvers and sources of specialist advice.
5. Capacity: the recurring workload, annual peaks, unplanned work and absence cover.
Keep this brief useful after the appointment. Review it when the company’s structure or workload changes, and use it when assessing delivery.
Sustained involvement across the business may suit an internal appointment. Defined gaps, workload peaks or specialist needs may suit external support. Our guide to outsourced company secretary support versus an in-house appointment explores that choice.
Beyond Governance’s CoSec-on-Demand service provides company secretarial and governance support through its employed team, backed by wider team expertise. Bring your role brief, meeting calendar and outstanding governance work to a discussion about the support your board needs.
