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Business Tips

If I am the sole director, can I also be the company secretary for my limited company?

After your limited company formation, each officer of the company has certain responsibilities to take care of. The directors’ duties are to run the company and make the decisions. They are in charge of daily management and administration.

Shareholders own the company. They have invested to create the legal entity and have ultimate control over the board of directors.

The company secretary is the individual who ensures the company is complying with UK company laws such as the Companies Act 2006.

During a company’s life and growth, there are various official documents that a company will have to sign which require certain officers or groups of people to authorise. For example, shareholders need to sign off the annual accounts that the directors prepare each year.

Under the Companies Act 2006, Section 280, if a sole director is also the company secretary, then they cannot authorise something that needs authorising by both the director and company secretary of the company.

A sole director is no longer prohibited from being a company secretary. However, this would mean in practise that they won’t be able to execute certain documents.

Therefore, it is not recommended that a sole director is also the company secretary of a limited company as this can have implications in the future of the company.

You may find that nominee company secretary services are suitable for your company if you are the sole director. This allows you to appoint a professional to be your company secretary who can also ensure that your company stays compliant with the Companies Act.

If you are looking to set up a company, contact Wisteria Formations, a company formation agent, on formations@wisteria.co.uk.

Wisteria, also offer a professional company secretarial service. Please visit wisteria-corporate.co.uk for more information.