A fractional company secretary provides ongoing company secretarial and governance support on a part-time basis. The arrangement can suit a UK company that needs experienced advice and reliable delivery, but has insufficient work for a full-time role. Its success depends on agreeing both the work to be done and access to support between scheduled days.
A board may need only a few days of governance work each month, yet still need a prompt answer when a decision cannot wait. The engagement must address both needs.
Beyond Governance offers retained and fractional support through CoSec-on-Demand. Before choosing a provider or hiring, define the role your board actually needs.
Fractional, interim, outsourced or employed: what is the difference?
These terms describe different aspects of an arrangement. They overlap: fractional support can be outsourced, and an interim company secretary can work part-time.
| Option | What it describes | When to consider it |
| Fractional company secretary | A continuing contribution below full-time capacity | Recurring governance work that needs a consistent owner and agreed availability |
| Interim company secretary | Support for a defined period, usually to cover a specific need. | Leave, a vacancy, a transition or a temporary workload increase |
| Outsourced company secretarial support | Delivery through an external provider | Delegating defined activities or a broader function, at an agreed service level |
| Part-time employee | An employed role with reduced working hours | A lasting internal role whose workload fits a reduced schedule |
| Full-time employee | A dedicated full-time role | Sustained daily work, frequent decisions or substantial internal coordination |
If you are offered a retained company secretary, establish whether the fee buys hours, specified deliverables, availability or a combination. A retainer should not leave either party guessing what is included.
Does a fractional arrangement meet UK appointment requirements?
Providing company secretarial support does not automatically mean being formally appointed as the company’s secretary. Before the engagement starts, confirm whether it includes appointment to that office, who will hold it and what formalities are required.
Under section 270(1) of the Companies Act 2006, a private company is not required to have a secretary. Its articles of association, the company’s internal rules, may nevertheless require one.
A private company secretary does not need a prescribed qualification. A public company must have a company secretary who meets the relevant qualification requirements; these include professional membership and experience-based routes. Companies House’s incorporation guidance explains the distinctions. The word “fractional” does not answer those appointment questions.
Delegating work also leaves the board’s responsibilities in place. GOV.UK confirms that directors remain legally responsible for the company, even when it has a company secretary.
What should a fractional company secretary do?
Build the scope around work the company needs someone to own. Depending on the engagement, that could include:
- Planning the board and committee calendar, coordinating papers, attending meetings and preparing minutes.
- Maintaining company records and coordinating agreed Companies House filings.
- Organising shareholder decisions and meetings where relevant.
- Advising the chair and directors on governance processes, conflicts of interest and who can make which decisions.
- Coordinating governance input to annual reporting, investment or transactions alongside other advisers.
Companies House describes several of these practical functions. The list is a basis for agreeing scope, not a promise that every engagement includes everything.
Make the boundaries specific. For accounts filing, identify who prepares the accounts, who approves them and who submits them. For a transaction, distinguish governance coordination from the legal advice needed on the deal. For board papers, management must know when and how to supply the information the company secretary needs.
When does the model fit, and when should you hire?
Fractional support is worth considering when the work recurs, requires experienced judgement and can be organised around an agreed calendar. It may fit a growing private company introducing a more disciplined board process, or an existing team that needs continuing senior support for a defined part of its work.
Test the arrangement against a busy week. Can the person access the papers, understand the context and respond within the time the board needs? Who covers an absence or two clients’ competing deadlines?
A permanent part-time employee may suit a stable internal role. A full-time hire may be better where substantial work and close involvement are needed every day. A transaction surge or temporary vacancy may call for interim capacity. Where the need is limited to routine filings or one meeting cycle, a narrower service may be sufficient.
Choose against the work and response requirements, rather than turnover or headcount alone.
How much fractional support do you need?
Estimate the annual work, then place it on the calendar. Count preparation and follow-up as well as time in meetings.
Hypothetical planning example: a UK private company has one board and six scheduled board meetings a year. It estimates the following work, using 7.5 working hours per day. These are illustrative assumptions, not market benchmarks or a BG quotation.
| Work | Assumption | Annual days |
| Board meeting cycles | 6 cycles × 3 days for preparation, attendance, minutes and follow-up | 18 |
| Routine records, filings and advice outside those cycles | 12 months × 1 day | 12 |
| Additional annual reporting and shareholder work | Separate allowance, excluding work already counted | 8 |
| Unplanned work | Planning allowance | 6 |
| Total | 18 + 12 + 8 + 6 | 44 |
That is 44 ÷ 12 = approximately 3.7 days a month. It excludes onboarding, correcting historic records, transactions, additional entities and specialist legal or tax advice. Those need separate estimates.
The average does not establish the right monthly retainer. If all eight days of annual work and one complete board-meeting cycle fall in the same month, that month needs 8 + 3 + 1 = 12 days, before unplanned work. An allocation of 3.7 days every month would not cover that peak.
Agree whether capacity can move between months, how additional time is approved and how urgent requests are handled. Unused days elsewhere in the year do not establish that someone is available when needed.
What should you agree before the engagement starts?
Use these questions to turn an outline proposal into a workable arrangement:
- Who owns delivery? Name the lead, the internal contact and the route to the chair. Check the lead’s experience with similar organisations and relevant sector requirements. Ask for suitable references. Specify the entities, meetings and activities covered, plus exclusions.
- What access is needed? Agree access to records, board papers and relevant colleagues, with appropriate confidentiality and system permissions. Set deadlines for management to supply information. Agree who flags proposed director changes, share issues or transactions between meetings.
- When is support available? Record planned capacity, response expectations, urgent escalation and absence cover. Explain what happens when the agreed allocation is exhausted.
- Who can approve changes? Name the person who can authorise extra work and fees. Agree when changing demands will trigger a review of the arrangement.
- How will a handover work? Specify where records are kept and how outstanding actions, deadlines and access transfer if the arrangement ends.
Ask prospective providers to walk through a realistic scenario: papers arrive late, a director raises a conflict and an urgent decision is needed before the next scheduled working day. Their response will help you assess how the proposed service would operate.
After the first complete board cycle, compare planned and actual work, any missed response expectations and tasks still falling back to your team. Adjust the scope or capacity before the next cycle.
How should you compare the cost?
Compare proposals against the same scope and response expectations. Include onboarding, routine work, annual peaks, extra meetings, urgent support and handover. Establish what is charged separately and whether VAT and expenses are included.
For an employed option, consider salary, employer costs, recruitment, systems, training and cover. For external support, include the internal time still needed to supply information, review work and make decisions. Fractional support may reduce expenditure where the work is genuinely part-time; it is not automatically the cheaper option once scope and availability are matched.
Do not infer tax treatment from the label. The off-payroll working rules (IR35) concern individuals supplying services through an intermediary, usually their own company. HMRC’s contracted-out services guidance says whether a service is fully contracted out depends on the commercial reality. Calling it outsourced or fractional does not settle that question.
Holding the formal office also matters: HMRC’s off-payroll guidance includes office-holders, subject to the rules’ other conditions. Check the proposed appointment and delivery arrangement with your tax adviser, including which employment-status rules apply and who must make any required tax-status determination.
Discuss the support your board needs
Beyond Governance’s CoSec-on-Demand service includes ongoing retained and fractional support through its employed team, backed by wider team expertise. Bring your meeting calendar, upcoming deadlines and the work currently falling between roles to a discussion about the support required.
The aim is an arrangement with enough capacity for the work and dependable access when a governance issue needs attention. If that requires a full-time role, the staffing decision should reflect it.
