Nominee Secretary Service for Public Records for one year: Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. This service is primarily designed to help people keep non-trading companies fully compliant with the law. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. If signatures or verification documents are required extra charges will apply. Preparation and submission of the Annual Returns (payable fee additional).
Economy Plan
£ 75.00
Renewal fees from £75.00
Nominee Secretary For Sole Director Company: The nominee services can be used to maintain anonymity or simply provide an additional officer to comply with the legal requirements. Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. The nominee secretary's signature on the forms to open a bank account (no extra fee). If signatures or verification any other documents are required extra charges will apply. Preparation and submission of the Annual Returns (payable fee additional).
Premier Plan
£ 150.00
Renewal fees from £150.00
Nominee Secretary For Trading Companies: Nominee Secretaries do not usually have an active role or function in the actual business of the company. The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings. Coddan will act as Nominee Company Secretary for limited companies on an annual basis. It does not perform any secretarial duties, and does not become involved with operations of the company in any way. We will complete and file the Annual Return on behalf of your company. This will include the fees for the filing of the official documentation. The nominee secretary's signature on the forms to open a bank account (no extra fee). Our Company Secretary fee covers the cost of reasonable handling of official company documents, which will be sent via the normal postal service. If signatures or verification any other documents are required extra charges will apply.
Legal Requirements
A company secretary's typical work activities: Organising, preparing agenda for, and taking minutes of, meetings. Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people. Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action. Developing company contracts. Managing insurance and property issues. Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements. The company is bound by any document expressed to be on behalf of the company and signed by a Director and the Secretary or two Directors (s. 36A Companies Act 1985).
THE COMPANY SECRETARY: HOW TO CHOOSE A SECRETARY, AND THEIR ROLE IN THE COMPANY
Every company is obliged to appoint a company secretary. If you accept this appointment, you will become an officer of the company, with legal responsibilities under the Companies Act. It is in everyone's interest to ensure that you are the right person for the job, and that you get adequate support in doing it. This briefing looks at your role, and covers: what qualifications you need, and who can appoint you. What your duties are, and when they have to be exercised. How to make the most of your role. What can go wrong, and what the consequences will be. As company secretary, you act as the chief administrative officer of the company.
Your duties will be defined in your contract of employment, but normally include responsibility for fulfilling some specific obligations imposed under the Companies Act. You are normally appointed by the directors. In a new company, the company secretary is automatically appointed by being named on Form 10, filed on incorporation. You need no formal qualifications to act as company secretary to a private company. The requirements are more stringent for public companies. Whether the company for which you are working is private or public, you must understand your obligations as an officer of the company. The Companies Act contains many requirements and around 150 offences. In many smaller private companies, the company secretary is one of the directors. Like the directors of the company, company secretaries who fail in their duties can be prosecuted.
The secretary is the chief administrator for the company. He or she normally takes charge of ensuring that any documents which need to be sent to Companies House are sent on time. The secretary can also be a director, and therefore have the same responsibilities as the other directors. If the secretary isn't a director, he or she is still is an officer of the company and is responsible for it's actions (with the exception of the companies accounts, which are the personal responsibility of the directors). Secretaries are not generally required to own share's in the companies that they manage, but there is nothing to prevent them from doing so, and they often do.
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A sole director cannot be appointed as the company secretary. Nor can the company's auditor. Some people are prohibited by law from holding the office of company secretary - for example, undischarged bankrupts (unless given court leave). The company secretary may delegate work to a third party, but remains responsible and must check and sign various paperwork. You can use a professional chartered secretary, the company's accountant (but not auditor), a solicitor or another provider of company secretarial services.
A Company Secretary's Role is Primarily Administrative: The secretary is responsible for ensuring that the company complies with the procedural rules and regulations set down in English law. A secretary has three main functions:-
Preparation of notices and minutes of meetings. Filing returns at Companies House. Maintaining and updating the company's statutory books.
Filing Annual Returns: As company secretary, the task of filing the company documents at Companies House will normally be delegated to you. You will have to check and amend the information which is sent out on the Annual Return form. You may also need to include additional information on the form, for example on share capital and on the current directors. The form must be returned to Companies House within 28 days of the date shown.
Other documents which must be filed include: the directors' report to the members of the company (ie the shareholders) unless your turnover is less than £2.8m (£5.6m for companies with a year-end on or after 30 March 2004). Financial statements, including details of the company's debts. The auditors' report, unless the company has a turnover of less than £1m a year (£5.6m for companies with a year-end on or after 30 March 2004).
If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
The Timing is Prescribed by Law: The first Annual Return can be filed at any time within 12 months of incorporation. Subsequent returns must be filed at intervals of not more than 12 months. The first annual accounts will have to be made up to a date not more than 18 months after the formation of the company. For private companies, the accounts must then be filed within ten months of the accounting year end. The first accounts must be filed no later than 22 months after incorporation.
Particularly in small companies, the company secretary is often expected to take on other duties as well. At all times, the company secretary's principal responsibility is to the directors. It may make sense for you to take on other administrative responsibilities. For example: PAYE and payroll. VAT registration. Insurance and pensions. Managing the company's premises and facilities. Company secretaries are often asked to take on responsibility for legal matters in general. You might be required to advise the directors on their duties, and to ensure that they comply with corporate legislation and the Memorandum and Articles of Association of the company. You might also be asked to ensure that they comply with other legislation, including data protection and health and safety legislation.
You might be asked to sign leases on behalf of the board, or to act as signatory for the board more generally, for example on the bank account or statutory documents. You might be asked to take responsibility for arranging adequate insurance to protect the company and the directors. Company secretaries are also frequently involved in negotiations with outside advisers, including accountants and lawyers. In a small company, your role may be restricted to delegating and monitoring the performance of an outside expert.
Ensure that official communications are quickly passed to your advisers. Inform your advisers in advance if you want to make any changes to the structure of your company (eg shareholdings, directors). Check documents carefully and sign and return them as soon as possible. In a larger company, you may want to take a more proactive role. Ensure that you are aware of the main statutory requirements for filings etc. Timetable annual events and provide warnings to others as necessary. Educate others about the importance of what you do.
UK LTD Companies from only £32.00! All Inclusive Company Registration. Each limited company package includes all statutory paperwork and is fully compliant with company law. All our private UK companies are general trading companies and can be used to conduct any type of business. A Certificate of Incorporation, and the Memorandum and Articles of Association of your company will be sent to you upon formation of your company. You can appoint your own directors and secretary BEFORE company incorporation. This is absolutely FREE. Our 4-8 hour online incorporation service enables you to register your company quickly and effortlessly. All government and filing fees are included in the cost of our E-Quick pack. All certificates and documents will be sent directly to you via email immediately following the formation of your company. It will take just 5 minutes to complete the online registration form, then your company could be up and running within 4-8 working hours.
THE E-QUICK PACKAGE CAN BE UPGRADED WITH ANY OF THE FOLLOWING FEATURES:
1. Company Pliers Seal - £20.00. 2. Laminated Hard-copy of the Certificate of Incorporation - £5.95. 3. Laminated Hard-copy of the Certificate of Incorporation, Bound Copies of the Memorandum & Articles, and Combined Company Register - £12.95. 4. Domain Name Registration for two years - £16.00. 3. Provision of a Registered Office Address for 12 months - £50.00. 4. Provision of a Nominee Company Secretary for 12 months - £49.95. 7. Certificate of Good Standing - £35.00. 8. Notarisation & Apostille of Documents.
What Could Go Wrong? According to the letter of the law, the job of company secretary in any company involves you in serious potential liabilities, as shown below. In practice, it is the qualified company secretaries, employed by public companies, with employment contracts which spell out all the responsibilities, who are most likely to be prosecuted for any serious wrongdoing. An unqualified company secretary, employed by a small private company, is unlikely to be prosecuted unless he or she is knowingly involved in serious wrongdoing.
In any company, it is the company's directors who have primary legal responsibility. Directors and company secretaries could be held jointly liable for failures to meet the provisions of the Companies Act (except for filing company accounts, for which directors alone are responsible). You could incur fines or even criminal charges for failure to file the Annual Return.
You could, potentially, be disqualified, prosecuted or made liable for company debts if the law is broken. You could be subject to criminal proceedings, if the company trades fraudulently, or if company funds are misappropriated. If you are also a director, you could be held personally liable for the company's debts, if there has been wrongful trading. Failure to ensure that the directors are acting properly in the conduct of the business could leave you with personal responsibility for its debts.
The Company Secretary's role is an extremely important one, and in some cases it is advisable for a professional to be appointed. They must ensure that all rules regarding the giving of notices and the making of returns to Companies House are complied with, also that the company's statutory books and documentation give an accurate up-to-date picture of the company's business. Fines may be levied for late filing.
It is very important from the company's point of view to provide an up-to-date picture for any new investors, to potential purchasers or to any bank which is considering lending to the company. The organisation of the company books is seen as a reflection of the organisation of the company itself. Other businesses have access to a company's records via Companies House and may be unwilling to trade with a company whose records are not up-to-date.
Coddan CPM LTD, acts as nominee company secretary providing a full company secretarial service, including:-
Ensuring all returns are filed at Companies House on time; Liaising with accountants to ensure accounts are filed on time; Preparing notices, minutes and resolutions for directors and company meetings; Updating statutory books; Dealing with share transfers.
We can also act as the registered office of a company, which we usually recommend, as the Company Secretary has responsibility for ensuring that all documents are filed at Companies House. Reminders, standard form annual returns and default notices are always sent to the registered office and it would be difficult to comply with our responsibilities if we were not receiving all relevant documentation.
Our products start from just £32.00 for our E-Quick service. This package offers fast electronic company registration documents and like all of our formation products is usually completed with in three hours. We have many Ready Made companies (readymade company stock), which are ready to trade, and can be transferred to you within hours. Click here for our Limited Company Registration costs and full details of our packages for limited companies or call us for free no obligation advice.
If you have any questions about the company establishment then please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318. Compare Prices of Various Forms of Companies: Let Me to Check Your Packages & Costs
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Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable.
UK PRIVATE COMPANY SECRETARY. INTRODUCTION
All companies are required, pursuant to section 283, to appoint a company secretary. The appointment of the company secretary is the responsibility of the board of directors and, subject to the restrictions outlined below, any person, corporate body or a Scottish partnership may be appointed as a company secretary. In brief, the company secretary is the person within a company who is principally concerned with company administration.
As a rule, the corporate secretary does not have any involvement in the day-to-day operation of the business and DOES NOT become a signatory to any bank accounts. The client is free to appoint a replacement company secretary at any time if circumstances change whereupon Coddan will resign with no further charges.
If a new company secretary is to be appointed it is essential to notify Companies House on Form 288a. Copies of this form will be provided on request. The company secretary is one of the two officers that every company must have to fulfil the basic requirements of UK Company Law. Even if the director conducts day-to-day business entirely alone it is a requirement that another person takes on the role of secretary. Coddan performs this role for clients who do not have a suitable person willing to accept the role or for non-UK residents who require a signatory within the United Kingdom.
THE OFFICE OF COMPANY SECRETARY
The duties of the company secretary are not specified in detail in the Companies Act 1985 (Companies Act 1985) but at various places in the Act the company secretary is named as one of the persons who may sign prescribed forms on behalf of the company, make statutory declarations and sign the Annual Return. Additionally, the office of the company secretary is recognised by other statutes as a responsible officer.
These include the Taxes Management Act 1970, the Trade Descriptions Act 1968, the Unsolicited Goods and Services Act 1971 and the Data Protection Act 1998. The company secretary is an officer of the company as defined by s. 744 of Companies Act 1985 and consequently may incur personal responsibility for not complying with requirements of the Act affecting the company.
A corporate body may be appointed company secretary provided that, in the case of a company with a sole director, he is not also the sole director of the body corporate appointed company secretary. Although a partnership may be appointed company secretary in the name of the firm, in England and Wales this has effect as an appointment of all the partners as joint secretaries.
In Scotland, where partnerships have corporate status, the firm may be appointed company secretary in its own right. It is also possible to appoint deputy or assistant secretaries who may act in the office of company secretary if the office is vacant or there is no company secretary capable of acting (s. 283(2)).
Following the coming into force of the Limited Liability Partnerships Act 2000 on 6 April 2001, a limited liability partnership (LLP) whether registered in England and Wales or Scotland can also be appointed as company secretary in its own right. As well as the statutory requirements in s. 283, the company's articles of association frequently contain provisions with regard to the appointment of the company secretary, as in Table A, Regulation 99. Private company to have only one shareholder, it is still necessary for the director and the company secretary to be different. It is not possible for the sole director to appoint as company secretary another company of which he is also the sole director.
COMPANY SECRETARY DUTIES
Every United Kingdom based company must have a company secretary. The secretary is an officer of the company who is responsible for ensuring that it conducts itself in accordance with the law, in particular the Companies Acts, and in accordance with its own Articles of Association. The secretary does not normally have management responsibility (which is reserved for the directors): his or her responsibility is administrative, but may be extended under an employment contract.
The secretary is appointed by the directors and may be removed by them. A sole director cannot also hold office as company secretary; however, if there is more than one director, it is possible for any of them to fulfil the office of company secretary.
The directors of a Public Company (PLC) must be satisfied that any secretary has the necessary knowledge and experience to fulfil his or her duties and that he or she is properly qualified (e.g. a member of the Institute of Chartered Accountants or the Institute of Chartered Secretaries and Administrators). The company secretary undertakes administrative work, such as the preparation and submission of returns, the preparation of the agenda for directors' meetings and company general meetings, and the compilation of the minutes of those meetings.
The Articles of Association may specify particular tasks for which the secretary is to assume responsibility. It is possible for more than one person to hold office as secretary of a company.
In the event of a vacancy in the office of company secretary, the duties must be fulfilled by an assistant or deputy secretary, or by an officer authorised by the directors. As the secretary is an officer of the company under Section 744 of the Act, they may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's Annual Return.
The secretary may also have to make out a statement of the company's affairs if an administrative receiver or a provisional liquidator is appointed, or if a winding-up order is made. (Sections 47 (Section 66 for Scotland) and 131 of the Insolvency Act 1986). The secretary' duties will depend on the nature and size of the company.
Usual Duties Include: Attending meetings of the shareholders and directors and taking minutes. Issuing notices on the instructions of the Board (e.g. notices convening shareholders' meetings). Dealing with shareholders with regard to their shareholdings (e.g. registering transfers). Maintaining the statutory books of the company. Ensuring that all necessary returns are made to the Registrar of Companies. Specific duties imposed by statute (e.g. signing the annual return, signing the directors' report on behalf of the board).
Other Duties: The company secretary usually undertakes the following duties:
Maintaining the Statutory Registers: These are: the register of members (Section 352). The register of directors and secretaries (Section 288). The register of directors' interests (Section 325). The register of charges (Section 407 or 422 for Scottish companies); and for public companies only, the register of interests in shares (Section 211). Ensuring that statutory forms are filed promptly.
Company secretary cannot simply send a letter to notify the Registrar that secretary wish to change the situation of the company's registered office or that changes have occurred among directors or secretaries or their particulars. You should normally use Forms 287 and 288(a), (b) or (c) as appropriate. You may also use the Annual Return Form 363(s) in some circumstances if the return is due at the convenient time. Changes of directors' and secretaries' details must be notified within 14 days. There are many other forms that need to be delivered to the Registrar.
Providing Members and Auditors with Notice of Meetings: Company secretary must give them 21 days written notice of an annual general meeting. Company secretary must give them 14 days written notice of a meeting which is neither an annual general meeting or a meeting to pass a special resolution. Sending the Registrar copies of resolutions and agreements. Company secretary must send him copies of every resolution or agreement to which Section 380 applies, for example special and extraordinary resolutions, within 15 days of them being passed.
Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings - also copies demanded by anyone under Section 239 of the Act. Company secretary must send accounts at least 21 days before a meeting at which they are to be laid - see Section 238 of the Act. Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings. Ensuring that people entitled to do so, can inspect company records.
For example, members of the company and members of the public are entitled to a copy of the company's register of members, and members of the company are entitled to inspect the minutes of its general meetings and to have copies of these minutes.
Custody and Use of the Company Seal: Companies no longer need to have a company seal but if they do, the secretary is usually responsible for its custody and use. Failure to carry out some of these duties can result in the company being charged a considerable amount of money or even in the directors being prosecuted. To help you avoid this Coddan offers a professional company secretary service for new and existing companies. Using the latest developments in company secretarial and compliance software we are able to maintain your statutory books, generate facsimile forms and documents as required and keep you informed of pending time limits.
COMPANY SECRETARY QUALIFICATION
The company secretary of a private company need have no professional or other qualification nor have any previous experience. In the case of a public company, s. 286 provides that the directors must take all reasonable steps to secure that the company secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of company secretary of the company and who also meets other requirements laid down in the section.
The provisions requiring public companies to have qualified secretaries were brought in by the Companies Act 1980. In order to preserve the position of those who held office at that time, the company secretary may be a person who on 22 December 1980 held the office of company secretary or assistant or deputy company secretary of the company (s. 286).
Other persons qualified to be company secretary of a public company under these provisions include: a barrister, advocate or solicitor, called or admitted in any part of the UK. A member of various professional bodies, including the Institute of Chartered Secretaries and Administrators (ICSA), and members of various accountancy bodies. A person who is a member of any other professional body who appears to the directors to be capable of discharging the functions of the company secretary.
A person who, for at least three of the five years immediately preceding his appointment as company secretary, held the office of company secretary of another company other than a private company. The auditor of a company and any employee of the auditor may not be appointed as company secretary (Companies Act 1989, s. 27). The sole director of a company may not be appointed as its company secretary (s. 283).
COMPANY SECRETARY APPOINTMENT
On incorporation of a new company, the person named as company secretary on form 10 is deemed to have been appointed as the first company secretary of the company (ss. 10 and 13). Form 10 is delivered to the Registrar of Companies for registration together with the memorandum and articles of association of the company. It is signed by the subscribers (or by agents on behalf of the subscribers) to the memorandum. It contains a form of consent to be signed by the person named as company secretary, in addition to the forms of consent to be signed by the first directors of the company.
The name of the company secretary must be added to the company's register of directors and secretaries. Subsequent appointments are made by the directors in accordance with the provisions of the articles of association (Table A, Regulation 99).
When a new company secretary is appointed, the following action should be taken. In the case of an important listed company, it may be appropriate to notify the UK Listing Authority, since this could come within the requirement to notify any change in the holding of an executive office; it may also be appropriate to issue a press release on the appointment. The particulars relating to the new company secretary must be entered in the company's register of directors and secretaries and notified to the Registrar of Companies on form 288a within 14 days of the appointment.
If the company secretary is an authorised signatory on the company's bank account, notification of the change of company secretary and a copy of his specimen signature should be sent to the bank.
If thought to be appropriate, announcement of the new appointment should be made to the company's staff, suppliers and customers. If it is the company's custom to have service contracts between it and its senior executives, a formal service contract should be drawn up for signature by the company and by the company secretary. If the company has in force an insurance policy covering officers of the company against the liabilities that they may incur in carrying out their duties, the insurance company should be notified of the appointment of the new company secretary (s. 310 as amended by Companies Act 1989, s.l37).
ASSISTANT AND JOINT COMPANY SECRETARIES
The company may also appoint an assistant or deputy company secretary (s. 283(3)). Such a person may be appointed and removed by resolution of the directors subject to any provisions contained in the company's articles of association. There is no requirement for the appointment to be notified to the Registrar of Companies. Rather than an assistant or deputy company secretary, some companies may wish to appoint one or more joint secretaries. Details of any joint secretaries must be notified to the Registrar of Companies (s. 290). Appointment or removal of a joint secretary is carried out in the same way as for a sole company secretary and will be by resolution of the directors.
Directors and Secretaries Guide
The Company Secretary. Fact Sheet
£ 49.95
Nominee Secretary Service for Public Records for one year:
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
Your duties will be defined in your contract of employment, but normally include responsibility for fulfilling some specific obligations imposed under the Companies Act. You are normally appointed by the directors. In a new company, the company secretary is automatically appointed by being named on Form 10, filed on incorporation. You need no formal qualifications to act as company secretary to a private company. The requirements are more stringent for public companies. Whether the company for which you are working is private or public, you must understand your obligations as an officer of the company. The Companies Act contains many requirements and around 150 offences. In many smaller private companies, the company secretary is one of the directors. Like the directors of the company, company secretaries who fail in their duties can be prosecuted. 
Preparation of notices and minutes of meetings. 
+44 (0) 141.530.8188 
+44 (0) 289.099.8744 
According to the letter of the law, the job of company secretary in any company involves you in serious potential liabilities, as shown below. In practice, it is the qualified company secretaries, employed by public companies, with employment contracts which spell out all the responsibilities, who are most likely to be prosecuted for any serious wrongdoing. An unqualified company secretary, employed by a small private company, is unlikely to be prosecuted unless he or she is knowingly involved in serious wrongdoing. 
