Do I Need a Company Secretary?
Private limited companies have not been required to appoint a company secretary since 2008.
Last reviewed: 12 June 2026 | Reading time: 4 minutes | Verified against 3 sources
The Legal Position
The Companies Act 2006 removed the requirement for private limited companies to appoint a company secretary, effective from April 2008.1
- Private limited companies
- No secretary required (optional since 2008)
- Public limited companies (PLCs)
- Must appoint qualified secretary (legal requirement)
- Who handles the duties?
- Directors (or outsourced to accountant)
- Penalty for not appointing?
- None (for private companies)
What Changed in 2008
Before 2008
All UK companies (private and public) were legally required to appoint a company secretary. This created an administrative burden for small owner-managed companies.
After 2008
The Companies Act 2006 gave private companies the choice:1
- Appoint a secretary if you want one
- Don't appoint one and handle duties through directors
- Change your mind at any time (appoint or remove)
Public companies (PLCs) must still appoint a qualified secretary.
Who Handles Secretarial Duties Without One?
If you don't appoint a company secretary, directors are responsible for ensuring the company meets its obligations:2
Filing Requirements
- Annual accounts (within 9 months of year end)
- Confirmation statement (annually, £13)
- Notifications of changes (directors, address, share capital)
Record Keeping
- Maintain statutory registers (members, directors, PSCs)
- Keep minutes of board meetings and resolutions
- Ensure accurate accounting records
Governance
- Follow the company's articles of association
- Ensure proper procedures for dividends and share issues
- Organize AGMs if required
In practice, many small companies delegate these tasks to their accountant as part of the annual accountancy fee.
When You Might Want One Anyway
Although not required, some companies benefit from appointing a secretary:
Complex Governance
If you have:
- Multiple shareholders with different classes of shares
- Several directors who need coordination
- Investor board seats with formal governance requirements
- Complex shareholder agreements
A secretary can ensure proper procedures are followed and records maintained.
Scaling Up
Growing companies often appoint a secretary when:
- Admin burden becomes too much for directors
- Preparing for institutional investment
- Planning to list on a stock exchange (required for PLCs)
- Opening overseas subsidiaries
Director Expertise
If directors lack experience with company law and compliance, a secretary provides specialist knowledge and reduces risk of late filings or procedural errors.
Peace of Mind
Some directors prefer to outsource compliance to a professional, especially if:
- They're time-poor and focused on growing the business
- They want to avoid late filing penalties
- The company operates in a regulated sector
Alternatives to Appointing a Secretary
Directors Handle It
Most small companies (sole director or 2-3 directors) handle secretarial duties themselves. Tasks are straightforward:
- File confirmation statement online (10 minutes, £13)
- Update registers when changes occur (Excel or software)
- Keep simple meeting minutes
Accountant Includes It
Many accountancy firms include basic secretarial services in their annual fee:
- File accounts and confirmation statement
- Maintain statutory registers
- Prepare standard resolutions (dividend declarations, share issues)
Typical cost: £800-2,000/year total (accounts + tax + basic secretarial).
Company Secretarial Service
Specialist providers offer secretarial services without appointing a named secretary:
- Registered office service
- Filing management
- Register maintenance
- Ad-hoc advice
Cost: £500-1,500/year for small companies.
Software Solutions
Online tools help directors manage compliance:
- Automated filing reminders
- Digital statutory registers
- Template resolutions and minutes
- Integration with Companies House
Cost: £10-50/month.
Cost of Appointing a Company Secretary
| Company Size | Typical Cost | Arrangement |
|---|---|---|
| Micro/small (1-5 staff) | £1,000-3,000/year | Outsourced service |
| Medium (6-50 staff) | £3,000-10,000/year | Outsourced or part-time |
| Large (50+ staff) | £40,000-80,000/year | Full-time employee |
| Public company (PLC) | £80,000-150,000/year | Qualified full-time employee |
How to Appoint (If You Want One)
If you decide to appoint a company secretary:
- Choose an individual or corporate service provider
- Directors pass a board resolution appointing the secretary
- Obtain their consent
- File form AP03 with Companies House (free)
- Update your register of secretaries
The appointment is effective immediately but must be notified to Companies House within 14 days.
How to Remove a Secretary
If you currently have a secretary and want to remove them:
- Directors pass a board resolution terminating the appointment
- Give notice to the secretary (check employment contract if employee)
- File form TM02 with Companies House (free)
- Update your register (or remove it if no longer needed)
Recommendation for Small Companies
For most small private limited companies:
- Under 10 employees, simple structure: No secretary needed. Directors handle it or delegate to accountant.
- 10-50 employees, growing fast: Consider outsourced secretarial service (£1,000-3,000/year).
- 50+ employees or complex governance: Appoint a secretary (outsourced or part-time initially).
- Preparing to become PLC: Appoint qualified secretary before conversion.
See our guide on what company secretaries do for detail on the role.
Sources
- GOV.UK — Company secretaries, accessed 2026-06-12
- Companies Act 2006 Part 12 — Company secretaries, accessed 2026-06-12
- GOV.UK — Company obligations and filings, accessed 2026-06-12
Last reviewed: 12 June 2026