COMPANY SECRETARY

Role
A private company (such as the one you are forming) is not required to have a company secretary.

The company secretary (if one is appointed) is usually responsible for various 'housekeeping' duties in relation to the company. The company secretary takes directions from the director(s) and gives effect to the resolutions of the director(s) by, for example, ensuring appropriate lodgement of statutory forms at Companies House, maintaining the company's statutory registers, preparing and sending notice of meetings of members/shareholders, keeping (or arranging for the keeping) of minutes of meetings of the directors' and the members/shareholders etc.

Relevant factors in choosing
The company secretary of a private company (such as the one you are forming):



need not be a natural person - a company may be appointed as the company secretary; this is implicit in section 278 of the Companies Act 2006;



may be the member/shareholder of the company (or one of them if there is more than one);



need not have any special formal qualifications;



will be regarded as an officer of the company - this follows from the definition of 'officer' in section 1173(1) of the Companies Act 2006;



may be a non-British national - however, it is possible that UK immigration laws may restrict the work activities which such a company secretary may undertake whilst in the UK; If in doubt, advice may be sought from the Home Office UK Border Agency; and



may, so far as company laws are concerned, be from an overseas country (i.e. outside of England, Wales, Northern Ireland or Scotland in terms of residency, domicile, citizenship, place of incorporation, or all or any of those concepts). Nevertheless this general proposition may be subject to any applicable foreign investment rules which may apply from time to time.
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