• Greyfriars Solicitors

Are you a company officer?



In the UK, company officers are responsible and liable for the decisions of the company. Officers of a company include directors and company secretaries. When it comes to appointing or terminating a company officer, the procedures are laid down in law, the company's articles of association, and in any shareholder agreements.


How many officers should a company have?


A public limited company must, by law, have at least one company secretary and a minimum of two directors.


A private limited company is not required to keep a company secretary, but must have one director.


Company secretaries


A company secretary may be a natural person or a corporate entity. If a company chooses to appoint a corporate entity, there must be a natural person authorised by the corporate entity to act on its behalf.


A company's directors will define the duties of a company secretary, but these duties usually revolve around administration of the company. Duties may include:

  • Dealing with the administration of the board of directors, and shareholder meetings

  • Keeping up-to-date records of company meetings

  • Updating statutory registers

  • Ensuring the company meets its Companies House obligations and deadlines

  • Ensuring the company complies with its memorandum and articles

The company secretary of a public limited company must meet specific criteria and have the necessary qualifications. It is the duty of the directors to ensure the secretary fulfills the criteria.


The company secretary of a private limited company does not need to meet specific requirements or hold secretarial qualifications.


Directors


The directors of a company manage the company on a day-to-day basis.The directors act on the company's behalf. A director may also be a company secretary, but to be a director one must be at least 16 years old.


Company law imposes a number of duties upon directors, in relation to the company. Namely:

  • Duty to act within their powers

  • Duty to promote the success of the company

  • Duty to exercise independent judgement

  • Duty to exercise reasonable care, skill, and diligence

  • Duty to avoid conflicts of interest

  • Duty not to accept benefits from third parties

  • Duty to declare any interest in proposed transactions or arrangements with the company

If a director fails to comply with its duties, they may be both criminally and civilly liable.


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