A private company must have appointed company officers at all times. Company officers are the formally named directors and company secretary as stated in the Articles of Association.

It is a legal requirement for company officers to be in place at all times and for their names and current addresses to be written on the registration documents. If there is a change in company officers, Companies House must be informed straight away.

All private limited companies must have at least one director and a company secretary. At present, sole directors cannot also act as company secretary. However as of October 2008, it will no longer be required by law for a private company to have a secretary.

Company directors

Company directors must manage the company's affairs in accordance with its articles of association and the law. Generally, anyone can be appointed company director and the post does not require any formal qualifications. However, there are a few exceptions.

You are prohibited from being a company director if:

  • You are an undischarged bankrupt or disqualified by a court from holding a directorship 
  • You are under 16 (this only applies in Scotland)

Company directors have a responsibility to make sure certain documents reach the registrar at Companies House. These are:

  • Accounts 
  • Annual returns
  • Notice of change of directors or secretaries
  • Notice of change of registered office

Directors that fail to deliver these documents on time can be prosecuted and are subject to fines of up to £5,000 for each offence. An average 1,000 directors are prosecuted each year for failing to deliver accounts and returns to the Registrar on time so it’s not a responsibility that can be taken lightly or ignored.

Company secretaries

The duties of a company secretary are not specified by law but are usually contained within an employment contract. For private limited companies, secretaries are not required to have any special qualifications, however this is not the case if you decide to change your company to a public limited company.

The main duties of a company secretary are to:

  • Maintain the statutory registers
  • Ensure statutory forms are filed promptly
  • Provide members and auditors with notice of meetings
  • Send the Registrar copies of resolutions and agreements
  • Supply a copy of the accounts to every member of the company
  • Keep or arranging minutes of meetings