Company Secretary Duties: What the Role Covers When You Self-File

Private limited companies in the UK have not been required to appoint a company secretary since the Companies Act 2006 came into force. But the work a company secretary used to do hasn't disappeared — it's just become the directors' responsibility by default. If you're a director who self-files, you are effectively doing the company secretary's job whether you call it that or not.

This guide sets out what the company secretary role actually covers, so you can see exactly which duties land on you — and decide whether you're keeping on top of all of them. (If you're weighing up whether to appoint someone, start with our guide to whether a company needs a secretary.)

The Legal Position

Under sections 270 and 271 of the Companies Act 2006, a private company is not required to have a company secretary (a public company still must). Where a private company chooses not to appoint one, anything the Act requires or authorises a secretary to do is done by a director or a person authorised by the directors (section 270(3)).

In plain terms: no secretary means the directors carry the duties. There's no gap in the obligations — only in who does them.

What the Company Secretary Role Covers

The duties cluster into a few areas. None are optional just because you don't have a formal secretary.

1. Statutory Filings With Companies House

• Filing the annual confirmation statement (CS01)
• Filing annual accounts on time (the late filing penalties for missing this are steep)
• Notifying changes — director appointments and resignations, updating the registered office, PSC changes — within the required deadlines
• Filing constitutional changes such as filing a company name change (which needs a resolution before the form)
• Filing share transactions such as the SH01 return for allotments

2. Maintaining Statutory Records

• Keeping the register of members — the one statutory register still held locally after the ECCTA reforms
• Keeping board minutes and written resolutions for at least 10 years
• Ensuring PSC and director information held at Companies House is accurate

3. Corporate Governance Administration

• Preparing board minutes and resolutions for company decisions
• Issuing share certificates and recording share transactions
• Producing dividend documentation — board resolutions and dividend vouchers

4. Compliance Monitoring

• Tracking filing deadlines so nothing is missed (our free filing deadline countdown shows what's due and when)
• Keeping up with regulatory changes (the ECCTA reforms are a current example — identity verification, central registers, fee changes)
• Ensuring directors meet their identity-verification obligations

What This Means for a Self-Filing Director

Look at that list and the scale of the "secretary's job" becomes clear. For a single-director micro company it's manageable — but it's also easy to let slip, because there's no one whose specific role it is to chase the deadlines. The most common failures aren't complex: a confirmation statement filed late, a dividend paid without a board resolution, a share allotment where the SH01 deadline slid past.

You have three realistic options:

1. Appoint a company secretary — a person or a professional firm. Adds cost and oversight; rarely necessary for a micro company.
2. Outsource to an accountant or formation agent — common, but you're paying professional rates for what is mostly administrative tracking. Outsourced company secretarial services sit in the same bracket, and the pricing is worth checking before you assume it is out of reach.
3. Do it yourself with the right tools — keep the duties in-house but use software to track deadlines and generate the documents, so the "secretary's job" doesn't depend on you remembering everything.

For most owner-directors, option 3 is the sweet spot: you retain control and avoid professional fees, but you're not relying on memory for a dozen recurring obligations.

Common Misconceptions

"We abolished the secretary, so the duties went away." No — the duties transferred to the directors. The Companies Act is explicit that a director (or authorised person) does the work where there's no secretary.

"Only big companies need to worry about this." A single-director micro company has the same core filing and record-keeping duties as a larger one. The penalties for getting them wrong apply equally.

"My accountant handles all of it." Many accountants file accounts and tax, but assume the director handles confirmation statements, dividend paperwork, and the register of members. Check exactly what's covered — gaps in this area are common and rarely noticed until something goes wrong.

How CompanyMinder Will Help

CompanyMinder is being built to be the self-filing director's company secretary in software form — tracking every filing deadline, generating the board minutes, resolutions, share certificates and dividend vouchers the role requires, and keeping your statutory records aligned with Companies House. The aim is to let you keep the duties in-house without depending on memory or paying professional-secretary rates.

Sources

• Companies Act 2006, s.270 — Private company not required to have secretary
• Companies Act 2006, s.271 — Public company required to have secretary
• GOV.UK — Running a limited company: company secretaries