In a UK governance team, a deputy company secretary typically holds a more senior role, helping the company secretary lead the function. An assistant company secretary usually manages day-to-day delivery within an assigned portfolio. Responsibilities vary: an experienced assistant may also advise boards and manage colleagues, as British Business Bank’s senior assistant role description illustrates.
For a company secretary, general counsel or finance director planning a team, the useful question is: which responsibilities need another owner, and what experience and authority will that person need?
What does a deputy company secretary do?
A deputy company secretary commonly reports to the company secretary and helps oversee the secretariat, the team supporting the organisation’s governance. The role can include managing colleagues, supervising statutory compliance, supporting board committees, managing the annual reporting and coordinating the annual general meeting (AGM). The mix depends on the organisation; listed company responsibilities should not be copied into every job description. BWW’s deputy role profile illustrates this breadth.
When designing the role, decide where the deputy should take the lead. That might mean coordinating delivery across the team, resolving issues escalated by colleagues or advising a committee within an agreed remit. Specify what still needs the company secretary’s involvement.
A useful test is whether the deputy has a defined area of ownership. If every decision must still go back to the company secretary, revisit the delegation, support and experience the role requires.
What does an assistant company secretary do?
An assistant company secretary supports governance delivery and the day-to-day execution of compliance tasks. They could also take responsibility for committees, entities or processes. For example, British Business Bank’s April 2024 assistant role description includes meeting preparation, minutes, actions, Companies House filings and support for corporate transactions and annual reporting.
The word “assistant” should not be taken to mean a purely administrative or secretarial role. The remit may include specialist governance work.
British Business Bank’s July 2024 senior assistant role description included advising boards and senior leaders and managing an assistant company secretary. Please note that these are historical examples from one employer, not a universal grading system or evidence of current vacancies.
For your team, define the committees or entities the assistant will support, the work they can complete independently and the issues they should escalate. Give them access to the information and colleagues needed to do that work.
Deputy or assistant: which does your team need?
Consider an assistant for a defined portfolio of recurring work, and a deputy where the gap is coordination across the function and substantial escalations. Match either role to the person’s experience and authority. The following is a suggested planning guide, rather than a prescribed staffing model.
| The gap you have identified | A response to consider |
| Recurring meeting, entity or reporting work needs a capable owner | An assistant company secretary with relevant experience and a clear portfolio |
| The company secretary needs someone to coordinate the function and handle substantial escalations | A deputy with the judgement and authority to take on that remit |
| A discrete project requires expertise the team does not have | Specialist support scoped to the project |
| The pressure comes from leave, a vacancy or a temporary peak | Time-limited cover, matched to the work and level of responsibility |
Before recruiting, examine where work gets stuck. A backlog caused by missing information or unclear approvals needs a process change as well as any additional capacity. Ask whether existing colleagues could take more ownership with training, access or clearer authority.
Where the need is temporary, consider interim governance cover. Where it is continuing, weigh a permanent appointment against an agreed external support arrangement, including the time needed for supervision and knowledge transfer.
What does UK company law require?
A UK public company must have a company secretary. A private company does not need one unless its articles of association, the company’s internal rules, require it. See Companies House guidance and section 271 of the Companies Act 2006.
For a public company, section 273 places a duty on directors to take all reasonable steps to secure that the secretary, or each joint secretary, appears to them to have the necessary knowledge and experience to discharge the functions of the secretary of the company and has one of the specified qualifications. Those routes include professional membership and experience-based routes. The requirement is not limited to one professional qualification.
Absence cover has a specific legal context. Under section 274, where the office is vacant or no secretary is capable of acting, anything required or authorised to be done by or to the secretary may be done by or to an assistant or deputy secretary. If there is none, or none capable of acting, it may be done by or to a person authorised generally or specifically by the directors. The section expressly includes both assistants and deputies.
Keep formal appointments and the team’s working responsibilities clear. When planning absence cover, check the company’s articles, appointments and relevant authorities for the functions the person will perform. Record who will handle matters that fall outside the agreed cover arrangement.
How should responsibilities be divided?
Divide responsibilities by activity, naming the delivery owner, reviewer, approver where needed, and cover. Write down the work before drawing the organisation chart. Include the board and committee cycle, subsidiary governance, filings, annual reporting, shareholder meetings where relevant, and expected projects.
Include deadlines and the circumstances requiring escalation. Distinguish the secretariat’s delivery responsibilities from decisions reserved for the board or relevant committee.
Hypothetical example: a company secretary is supporting an acquisition. The deputy coordinates routine governance delivery, while an assistant supports a committee. Their plan might look like this:
| Work | Agreed responsibility | Escalation trigger |
| Committee papers | Assistant coordinates submissions and flags gaps; deputy supports resolution; chair agrees the agenda | A missing paper could prevent an informed decision |
| Draft minutes | Assistant drafts; deputy reviews sensitive points; chair and committee follow the agreed review and approval process | Disagreement about what was decided |
| Acquisition timetable | Company secretary leads governance input, working with legal and other advisers; deputy tracks effects on routine work | A project deadline conflicts with a critical governance deadline |
Before the company secretary takes leave, test whether the deputy can cover the acquisition work. If specialist experience is missing, arrange it explicitly. Moving the deputy’s routine tasks to an assistant also requires checking that person’s capacity and support.
This is a proposed planning example, not a legal allocation of duties or a standard BG engagement model. Adapt it to the people, authorities and processes involved.
Do not use the same review process for every task. Agree what an experienced colleague can complete independently and where a second review is needed because of complexity, sensitivity or unfamiliarity.
What experience should you look for?
Match experience to the work the person will actually own. Test their ability to explain a governance issue clearly, produce an accurate record of a discussion, organise competing deadlines and recognise when to seek advice. For a deputy, include examples requiring prioritisation across the team and constructive challenge to senior colleagues.
Professional study is relevant, but examine how candidates apply their knowledge. British Business Bank’s April 2024 assistant role description and July 2024 senior assistant role description combine technical knowledge with communication, discretion and practical experience; their qualification requirements are employer-specific.
If you are developing an assistant towards a deputy role, give them progressively broader responsibility with explicit review and support. Agree the evidence of readiness: perhaps leading a committee cycle, improving an unreliable process or coordinating a project across several colleagues. Avoid making promotion depend solely on time served.
Can an assistant company secretary advise a board or provide cover?
An assistant’s remit can include board advice, and section 274 expressly includes assistants in its cover provisions. The employer example and legal conditions are explained below.
Can an assistant company secretary advise a board?
Yes. British Business Bank’s July 2024 senior assistant description includes governance advice to boards and senior leaders. It is one employer’s historical example. Agree the advisory remit for your own team.
Can an assistant cover when the company secretary cannot act?
Section 274 of the Companies Act 2006 expressly includes an assistant or deputy where the office is vacant or no secretary is capable of acting. For a cover plan, check the circumstances, the person’s capability and the functions involved.
How can you check that absence cover will work?
Test a period of absence before signing off the structure. Check whether the covering person knows the deadlines, can access the records and understands where to get a decision. Include a handover and a route for urgent escalation.
Beyond Governance’s CoSec-on-Demand service provides company secretarial and governance support, including interim cover and retained or fractional support: ongoing, part-time help. If you need additional capacity, discuss your governance support needs with Beyond Governance. Bring a short list of the work, the level of judgement required and how long the need will last.
