Does a private limited company need a company secretary?

The short answer: no, unless your articles say so

Section 270(1) of the Companies Act 2006 says a private company is not required to have a secretary. Companies House guidance adds one condition: a private company does not have to appoint a secretary unless its articles of association require one. Public limited companies are different and must have at least one secretary.

So check your articles. The model articles for private companies refer to 'the company secretary (if any)', so articles based on them do not require one. If your company has its own articles, look for a clause on the secretary.

If there is no secretary, the law fills the gap. Anything the secretary would be authorised or required to do can be done by a director, or by someone the directors authorise. Notices addressed to the secretary can be sent to the company instead.

Source: Companies Act 2006, section 270: private company not required to have secretary

What a company secretary usually does

GOV.UK says some companies use a secretary to take on some of the directors' responsibilities. Companies House guidance lists the tasks a secretary typically handles.

• Keeping the company's statutory registers that still exist, such as the register of members.
• Making sure the company files its statutory information with Companies House on time.
• Sending notice of meetings to members and directors.
• Sending copies of resolutions and agreements to Companies House.
• Sending a copy of the accounts to every member.
• Keeping copies of members' resolutions and minutes of general meetings.
• Making sure people entitled to inspect company records can do so.
• Looking after the company seal, if the company has one.

Source: Life of a company (event driven filings)

Who can be a company secretary

A director can also be the company secretary. GOV.UK says the secretary cannot be the company's auditor.

The secretary is an officer of the company. Companies House guidance says a secretary may be criminally liable for defaults committed by the company, so anyone taking the role should understand what it involves.

Company secretaries are not on Companies House's current list of people who must verify their identity. Companies House says verification for people who file documents will be introduced at a later date, with no start date given. Directors do need to verify; see who can be a company director.

Source: Set up a private limited company: appoint directors and a company secretary

Appointing or removing a secretary

If the company appoints a secretary, or a secretary's appointment ends, the company must tell Companies House within 14 days. Changes to a secretary's details are reported too.

A new appointment is reported on form AP03 and an ending on form TM02. Both can be filed online or on paper. Companies House says paper forms take longer to process, and a company in the PROOF (protected online filing) scheme should not use them.

If a person is leaving as both director and secretary, each role is reported separately. See how to resign as a company director for the director side.

Source: Running a limited company: company changes you must report

No company register of secretaries since 18 November 2025

Since 18 November 2025, companies no longer have to keep their own register of secretaries. The Economic Crime and Corporate Transparency Act 2023 removed that duty, along with the company registers of directors, directors' residential addresses and people with significant control. Companies House holds this information instead, so report secretary changes there.

Other company records, such as the register of members, must still be kept. Our guide to statutory registers for a limited company lists them.

Source: Companies Act 2006, section 275: register of secretaries (omitted)

Directors stay responsible

Appointing a secretary does not move the directors' legal duties onto them. GOV.UK says that even if you have a company secretary, the directors are legally responsible for the company.

In practice, a secretary can take on the day-to-day paperwork, but the directors should still check that accounts, confirmation statements and changes reach Companies House on time.

Source: Set up a private limited company: appoint directors and a company secretary

How SimpleFilings can help

We can prepare and submit the filing to appoint a secretary, change a secretary's details or end a secretary's appointment, once you approve it. Our £4.99 SimpleFilings service fee applies to each filing. We do not act as company secretary or give legal advice on your articles.