Company Secretary Duties: What UK Companies Need to Know

The company secretary is responsible for ensuring a company meets its statutory obligations under the Companies Act 2006. While private companies no longer need to appoint one, the administrative burden of keeping Companies House records up to date is significant — and the penalties for non-compliance can be serious. This guide explains every key duty and deadline.

1. What is a Company Secretary?

A company secretary is an officer of the company responsible for its administrative and compliance obligations. The role was traditionally senior and strategic, acting as a bridge between the board and shareholders, and ensuring the company met its legal obligations.

Since the Companies Act 2006 took effect in April 2008, private limited companies are no longer legally required to appoint a company secretary. Public companies (PLCs) must still have a qualified secretary. Despite this change, many private companies continue to appoint a secretary voluntarily for several reasons:

• The volume of filings required at Companies House throughout the year
• Maintaining statutory registers (members, directors, PSC, charges)
• Organising board meetings and maintaining minutes
• Monitoring regulatory changes that affect the company

Where no separate secretary is appointed, a director typically assumes the administrative responsibilities. Many small companies outsource the role to their accountant or a company secretarial service.

2. Key Statutory Duties

Whether carried out by a designated secretary or a director, the core statutory compliance tasks for a private company include:

• Filing the annual confirmation statement (CS01) within 14 days of the review date
• Filing annual accounts within nine months of the financial year-end
• Notifying Companies House of director appointments and resignations within 14 days
• Maintaining and updating the PSC (Persons with Significant Control) register
• Filing details of share allotments (SH01) within one month of allotment
• Keeping and updating statutory registers at the registered office or SAIL address
• Maintaining a registered office address in the UK

3. Confirmation Statement

The confirmation statement (form CS01) replaced the annual return in June 2016. Unlike the annual return, the CS01 does not require you to re-submit all company information — it simply confirms that what Companies House holds is correct as at a specific review date.

Key points:

• Must be filed within 14 days of the review date (the anniversary of incorporation or the previous CS01 date)
• Filing fee: £34 online (£62 paper) — the only mandatory annual fee payable to Companies House for most private companies
• You can file at any time during the year; this resets the review date
• The CS01 also requires you to confirm the company's SIC code (Standard Industrial Classification) is accurate and update if necessary
• Failure to file is a criminal offence and can lead to the company being struck off the register

4. Annual Accounts

Companies must prepare and file accounts with Companies House and HMRC each year. The requirements vary by company size:

• Micro-entity accounts(turnover <£632k, balance sheet <£316k, <10 employees): simplified balance sheet only, no profit and loss required at Companies House
• Small company accounts(turnover <£10.2m, balance sheet <£5.1m, <50 employees): abridged or full accounts; audit exemption usually available
• Medium and large companies: full statutory accounts with mandatory audit

Filing deadlines:

• Private companies: 9 months from the end of the accounting reference period
• Public companies: 6 months from year-end
• First accounts: 21 months from incorporation (private) or 18 months (public)

Late filing penalties start at £150 for up to one month late and escalate to £1,500 for more than six months late. HMRC also requires a corporation tax return (CT600) within 12 months of the accounting period end, with tax due within nine months and one day.

5. Director Changes

Any change to the company's directors must be notified to Companies House within 14 days:

• AP01 — appointment of a director (individual)
• AP02 — appointment of a corporate director
• TM01— termination of a director's appointment
• CH01— change of director's details (name, service address)

The company must maintain a register of directors and a separate register of directors' residential addresses (which is not public). Directors may use a service address (such as the registered office) for public purposes. Residential addresses are protected by law and will not be placed on the public register unless the director chooses to make them public.

6. Share Allotments and Transfers

When new shares are allotted, the company must file form SH01 (return of allotment of shares) with Companies House within one month of the allotment. The SH01 must include the class, number, and nominal value of shares allotted and the amount paid up on each.

For share transfers (existing shares changing hands):

• A stock transfer form (J30 for certificated shares) must be completed and signed by the transferor
• Stamp duty is payable at 0.5% of the consideration where the transfer value exceeds £1,000 — the form must be stamped by HMRC before it can be registered
• The company updates its register of members and issues a new share certificate
• No filing is required at Companies House for transfers (unless the changes affect the confirmation statement)

Private company articles often impose pre-emption rights — existing shareholders have the right of first refusal before shares can be transferred to a third party. These rights can be waived by shareholder resolution.

7. PSC Register

The Persons with Significant Control (PSC) register was introduced by the Small Business, Enterprise and Employment Act 2015 and became mandatory in April 2016. Every company (and LLP) must maintain a PSC register and file PSC information with Companies House.

A PSC is any individual who:

• Holds more than 25% of shares
• Holds more than 25% of voting rights
• Has the right to appoint or remove a majority of directors
• Otherwise exercises significant influence or control over the company
• Exercises significant influence or control over a trust or firm that itself meets any of the above conditions

PSC details — including name, nationality, country of residence, date of birth (month and year only publicly), and the nature of control — are publicly visible on the Companies House register. Changes to PSC information must be filed within 14 days of the change being confirmed.

8. Registered Office Requirements

Every UK company must have a registered office — a physical address where official documents, including legal proceedings and HMRC correspondence, can be served. The registered office must be:

• A physical address in the UK (not a PO Box alone)
• Located in the same jurisdiction as the company (England and Wales, Scotland, or Northern Ireland)
• Able to receive post during business hours

The registered office does not need to be where the company trades. Many small businesses use their accountant's address, a company formations agent, or a virtual office service. The address is publicly visible at Companies House.

Changes to the registered office are filed using form AD01. Since March 2024, Companies House requires verification that the company has permission to use any new registered office address (as part of reforms to reduce registered office fraud).

9. Record Keeping

Companies must maintain a series of statutory registers at their registered office (or an alternative inspection location, known as a SAIL address, notified to Companies House):

• Register of members (shareholders)
• Register of directors
• Register of directors' residential addresses
• Register of secretaries (if appointed)
• PSC register
• Register of charges (mortgages and debentures)

These registers must be open to inspection— by members without charge, and by any other person on payment of a prescribed fee. A company's accounting records must be kept for at least 6 years (private company) or 3 years (public company). Board minutes must be retained for 10 years.

10. When to Appoint a Professional

A voluntary company secretary or professional service is worth considering when:

• The company has a complex shareholding structure (multiple share classes, share option schemes)
• The company is going through or preparing for M&A activity — due diligence requires clean statutory registers
• There are multiple shareholders and regular board and shareholder meetings
• The company has overseas shareholders or directors (additional compliance requirements)
• The directors do not have time to manage Companies House filings alongside running the business
• The company is a public company (PLC), where a qualified secretary is mandatory and regulatory obligations are substantially greater

Professional company secretarial services typically cost £300–£1,500 per year for a straightforward private company, depending on volume of work. This is usually significantly cheaper than the penalties and reputational damage from persistent non-compliance.

Key filing deadlines at a glance