Oct 25, 2017
Does a company need more than one director? Is a secretary a requirement?
When forming a private limited company, you just need one person who can act as both director and shareholder. A company secretary is no longer a requirement. Whilst a minimum of one person is needed to form a company, there are no upper limits on the directors and shareholders.
Can I choose to appoint a secretary in my private limited company anyway?
Yes. You can appoint a secretary by filing an AP03 form if the secretary is a person, or an AP04 if the secretary is a limited company.
Who can act as a secretary in a private limited company?
There are just a few restrictions on who can act as a secretary for a private limited company. The appointee must not be undischarged bankrupt unless given leave by the court and they cannot be the auditors of the company.
Does a public limited company require a secretary?
Yes. Public limited companies (PLCs) legally require a secretary.
Who can act as a secretary in a public limited company (PLC)?
The Companies Act 2006 sets out different requirements for secretaries of PLCs. A PLC secretary must meet one or more of the following conditions:
have held the office of company secretary of a public company for at least 3 out of 5 years immediately before their appointment as secretary
be a barrister, advocate or solicitor
be a member of any of the following bodies:
Institute of Chartered Accountants in England and Wales;
Institute of Chartered Accountants of Scotland;
Association of Chartered Certified Accountants;
Institute of Chartered Accountants in Ireland;
Institute of Chartered Secretaries and Administrators;
Chartered Institute of Management Accountants;
Chartered Institute of Public Finance and Accountancy
be a person who “by virtue of his holding or having held any other position or his being a member of any other body, appears to the directors to be capable of discharging the functions of secretary of the company.”
Got further questions about directors and secretaries? We answer them here