Just wanted to respond quickly to the comments some others made:
Yes, we could opt not to have a company secretary thanks to the new provisions of the
Companies Act 2006 but we would still have to arrange for someone to do the tasks so we
have decided to have one nonetheless. Personally I think this provision is most useful for
sole-director companies which previously had to appoint a company secretary and they
weren't allowed to do this themselves.
"The Company Secretary is the person legal responsible / goes to court in the dock
for the actions of a company when an identifiable human is required - and is the one sent
The good news - for me that is - is that this is completely untrue!! Company Secretaries
in fact have very little legal liability as they generally just do what they are told by
the directors. They are criminally liable for certain defaults committed by the company -
for instance failing to file accounts on time - but in practice things like this tend to
be dealt with by fining the company instead and are limited in scope to mainly
The bad news, I'm afraid, is that the directors, by contrast, ARE responsible for a
fairly long list of duties, which in our case will cover pretty much everything the
company does. They are in charge of the company - not the secretary - and they would be
the ones going to jail in the highly unlikely instance it came to that. There would be no
drawing lots involved either - liability would be joint and several in these cases which
means they could come after any one of us they chose! Indeed, Companies House say on their
website they prosecuted 1,600 directors last year for failing to file accounts.
Hope that clarifies!
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