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.
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.
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.