Company Secretarial Duties
Every limited company must meet the statutory requirements of the Companies Act. Company legislation provides an opportunity for a business organisation to benefit from the protection of limited liability, separating the legal persona of the organisation from the individuals who own and run it.
In return for this protection, a certain amount of information about a company must be publicly available including, for example, the company’s annual accounts, registered office address and details of directors, its company secretary (if there is one) and its members. Historically, providing and updating this information has been the job of the company secretary.
Do all companies need a company secretary?
Since April 2008, unless there is an express requirement in the company’s articles of association, the Companies Act 2006 no longer requires private limited companies (‘limited’ or ‘ltd’) to appoint a company secretary. Even if the articles do require it, it is relatively straightforward for the directors of a company to amend the provision, subject to shareholder agreement.
The company secretary is an officer of the company. This means that they may be criminally liable for company defaults: for example, failing to file a document in the time allowed or failing to submit the company’s annual return.
Completing and filing statutory forms
The company must ensure that their record at Companies House is always up-to-date and contains current details of various statutory matters.
Where instructed, we can complete your company’s Confirmation Statement (formerly known as Annual Return) and deal with filings at Companies House. We also monitor the filing status of your financial statements to ensure that they are filed on time.
In addition, we can provide you with the following company secretarial services:
- Amendments to the officers of the company
- Changes to the Memorandum and Articles of Association
- Changes to Authorised and issued share capital
Keeping your public record safe
Companies House has recently reported increasing levels of fraudulent filing of information. A favourite ploy is to change the company’s registered office by submitting the appropriate form to Companies House. Once this has been accepted, the fraudsters can change directors or file false accounts without the company having any idea that they have been hijacked! They can then buy goods or obtain credit based on this false information.
Companies House is keen for companies to file their information online. This can be a very secure method, particularly if the company signs up for the enhanced security arrangements offered by their PROOF (protected online filing) system, which prevents the paper filing of certain forms.
How we can help
Ambiance offers a comprehensive range of company secretarial services to businesses at all stages of their life cycle.
Company Formations
We can create and register a company, specific to your needs, on a same day basis, and electronically, if required. Alternatively, we can provide you with an ‘off the shelf’ company.
Registered Office
All companies are required to have a registered office, but it is not necessary for this to be located at your operational address. If you decide to distance your registered office address from your operational base then you may elect to use Ambiance address as your company’s registered office. This is a service that we provide to many of our clients.
Maintenance of Statutory Registers
We can maintain your company’s registers electronically or, if you prefer, in hard copy.
Preparation of Minutes
We can prepare draft minutes for directors’ and members’ meetings.