Company Secretary in 2026: Do You Need One, What They Do and How to Appoint or Remove One

Most small UK companies don't have a company secretary, and most don't need one. But the question comes up at incorporation, when a new hire offers to "do the company admin", when an investor asks who keeps the statutory books, and whenever someone converts to a public company. This guide explains in plain terms when a company secretary is required in 2026, what the role involves, who can do it, how to appoint and remove one at Companies House, what changed with the end of the register of secretaries and the new identity checks, and the extra rules for public limited companies. A dated worked example follows a secretary from appointment to resignation.

Quick answer

A private limited company doesn't need a company secretary unless its articles of association say so. A public limited company must have one, and they must be qualified. If you appoint one, tell Companies House within 14 days (form AP03 or online, no fee) and again within 14 days when they leave (TM02).

• A director can be the secretary; the company's auditor can't

• The directors stay legally responsible even if you appoint a secretary

• Companies no longer keep a register of secretaries (since 18 November 2025)

• Secretaries don't currently have to verify their identity; directors do

Does your company need a company secretary?

Until April 2008, every UK company had to have a company secretary. The Companies Act 2006 changed that for private companies. Section 270 says a private company isn't required to have a secretary, and Companies House guidance confirms that a private company doesn't need one unless its own articles of association require it. Public companies are different: section 271 requires every public company to have a secretary, and section 273 sets out the qualifications.

So the first step is to read your articles. Most companies formed since 2009 use the model articles or a version of them, and these don't require a secretary. Older companies sometimes still have articles, often from Table A under the 1985 Act, that refer to a secretary. If your articles require one, you either appoint a secretary or change the articles by special resolution. If they don't, it's a free choice.

A company without a secretary isn't missing anything legally. Section 270 provides that anything that would otherwise be done by or to the secretary can be done by or to a director or a person the directors authorise. That's why Companies House forms, such as the AP01 and AD01, can be authenticated by a director, a secretary, or a "person authorised" under sections 270 or 274.

What a company secretary does

The Companies Act doesn't list a secretary's duties. Companies House says the legislation doesn't set out the role, and that it's usually set by the secretary's contract with the company. In practice, the job is corporate administration: making sure the company keeps its records and meets its filing duties, and that board and shareholder decisions are made and recorded properly.

Typical tasks include:

• Filing at Companies House. Reporting changes to directors, the registered office and people with significant control on time, and filing the annual confirmation statement.
• Keeping the company's records. The register of members (shareholders), minutes of board and general meetings, written resolutions and copies of directors' service contracts and indemnities, kept at the registered office or a single alternative inspection location (SAIL).
• Running meetings. Sending notices, preparing agendas and board papers, taking minutes and drafting resolutions.
• Share administration. Processing share transfers and allotments, issuing share certificates, and filing the related forms.
• Acting as a point of contact. Dealing with shareholders, banks, auditors and Companies House, and often managing the authentication code and filing log-ins.

Two limits are worth knowing. First, appointing a secretary doesn't move legal responsibility away from the directors. GOV.UK says that even if a company appoints a secretary to take on some of the directors' work, the directors are legally responsible for the company. If the confirmation statement goes late, the directors are still in default. Second, Companies House guidance says a company secretary can't authenticate the company's annual accounts; that's for a director.

A secretary is an officer of the company. Companies House points out that this means they can be criminally liable for defaults committed by the company, such as failing to file required information. Anyone taking the role should understand that it carries real responsibility, not just admin.

Who can be a company secretary

For a private company, the rules are light. There are no formal qualifications. The secretary can be:

• A director. GOV.UK confirms a director can be the company secretary. Many owner-managed companies have one director who is also listed as secretary, though this adds little in practice.
• An employee or someone outside the company, such as an office manager, a bookkeeper or a family member.
• A company or firm. A corporate secretary, often an accountancy or company secretarial firm, can be appointed using form AP04.
• More than one person. A company can have joint secretaries.

The one firm exclusion in Companies House guidance is that the secretary can't be the company's auditor. Anyone who is disqualified from acting as a company director should take legal advice before taking on any role in managing a company.

For a public company, section 273 requires the directors to make sure the secretary has the knowledge and experience to do the job and meets at least one of the qualification routes. Companies House lists these as: having been a public company secretary for at least three of the five years before appointment; being a barrister, advocate or solicitor called or admitted in any part of the UK; being a member of ICAEW, ICAS, Chartered Accountants Ireland, the Chartered Governance Institute, ACCA, CIMA or CIPFA; or being someone the directors consider capable because of other experience or membership of another body. Our public limited company guide covers the other PLC requirements.

How to appoint a company secretary

Appointing a secretary takes a board decision and a free filing at Companies House.

Appointing a company secretary

1. 1

   Check the articles

   Confirm the articles allow (or require) a secretary and say how one is appointed. Under the model articles, appointing a secretary falls within the directors' general management powers.

2. 2

   Agree terms and get consent

   Agree what the secretary will do, whether they're paid and how the appointment ends. The person must consent to act; the company confirms this when it files.

3. 3

   Pass a board resolution

   Record the appointment and its date in the board minutes or a written resolution of the directors.

4. 4

   Tell Companies House within 14 days

   Use the online service, or paper form AP03 for an individual or AP04 for a company. Give full name, any former names used for business in the last 20 years, and a service address.

   Tip: There's no Companies House fee. The service address will be public; it can simply be 'the company's registered office'.

   Appoint a secretary (AP03)
5. 5

   Hand over access

   Decide who holds the company authentication code and the filing log-ins, and update internal records and the bank mandate if the secretary will deal with the bank.

The secretary's service address goes on the public register. Unlike a director, a secretary doesn't have to give a residential address to Companies House, and the AP03 notes say you can simply state "the company's registered office". If a home address is given as the service address, it will be published.

Since the reforms that took effect on 18 November 2025, companies no longer keep their own register of secretaries. Companies House's guidance on the changes to company registers says the requirement to hold registers of directors, directors' residential addresses, secretaries and PSCs has gone, and the Companies House register is now the record. The option to keep secretary information on the central register instead was removed on the same date. So the only place you record a new secretary is at Companies House, which makes filing within 14 days even more important.

Identity verification and company secretaries

Identity verification became a legal requirement on 18 November 2025. It applies to directors (and their equivalents in other entities), people with significant control and Authorised Corporate Service Providers. It doesn't currently apply to company secretaries as such.

Companies House's guidance once listed "someone who files for a company, for example a company secretary" among the people who must verify. In June 2026, it removed that wording. The current position is that verification for people who file on a company's behalf will be introduced later, and Companies House expects it to start no earlier than November 2027. When it does, a secretary who files for the company will need to verify or file through an authorised agent.

Two practical points apply now. A secretary who is also a director must verify in their capacity as a director. And a secretary who files the confirmation statement will need every director's Companies House personal code, because Companies House won't accept the statement until all directors have verified.

Removing a company secretary or accepting a resignation

A secretary's appointment can end because the directors remove them, because they resign, or because a corporate secretary is wound up. The process mirrors appointment:

• Check the articles and the contract. Under most articles the directors can remove the secretary by board resolution. If the secretary is also an employee, removing them from office doesn't automatically end their employment, and employment law applies separately. Our employment contract guide covers the basics.
• Record the decision. Minute the removal or the acceptance of the resignation with its effective date.
• File within 14 days. Use the online service or form TM02. One form covers one appointment. There's no fee.
• Take back access. Change the filing passwords and request a new authentication code if the departing secretary held it.

A private company doesn't need to replace its secretary. A public company does, because it must have a secretary at all times. If a PLC's secretary post is vacant, or the secretary can't act, section 274 allows an assistant or deputy secretary, or anyone the directors authorise, to act in the meantime, but the company should appoint a qualified replacement quickly.

If a secretary's details change, such as their name or service address, tell Companies House within 14 days using the online service or form CH03.

Worked example: appointing and removing a secretary

Northfield Joinery Ltd has two directors, Mark and Ruth, and uses the model articles. Its accountant prepares the accounts, but nobody owns the Companies House paperwork, and the confirmation statement went in late last year. The directors decide to make their office manager, Claire, company secretary from 1 March 2027 and pay her an extra £1,500 a year for the work.

Northfield Joinery Ltd — secretary appointment

20 Feb 2027

Board meeting: directors resolve to appoint Claire from 1 March; Claire signs a consent and a short role description

1 Mar 2027

Appointment takes effect

By 14 Mar 2027

AP03 filed online (14 days deadline), service address: the registered office. No fee

Apr 2027

Claire sets up a filing calendar, gathers Mark's and Ruth's personal codes and files the confirmation statement on time (£50)

30 Sep 2028

Claire resigns as secretary but stays as office manager

By 13 Oct 2028

TM02 filed online. Directors choose not to replace her; Ruth takes over the filings

Nothing about the appointment needs Companies House's approval: the company decides, and then reports. The model articles don't mention a secretary, so the appointment falls within the directors' general power to manage the company, and a simple board minute is enough. Claire's consent is confirmed by ticking the consent box when filing. As a secretary she doesn't need to verify her identity at this point, but she does need the directors' personal codes for the confirmation statement.

When Claire steps down, Northfield doesn't need a new secretary, because it's a private company and its articles don't require one. The TM02 has to be filed within 14 days of the resignation date, so by 13 October 2028. Ruth then changes the WebFiling password and takes over the calendar. Mark and Ruth were legally responsible for the filings throughout; Claire's role made it much less likely that they'd miss one.

Paying a company secretary and the costs involved

There's no Companies House fee to appoint or remove a secretary. The real cost is the secretary's time or the fee of a provider. An internal secretary is often an existing employee paid an allowance, as in the example, and their pay runs through payroll like any other salary. Many small companies instead use their accountant or a company secretarial service for a fixed annual fee covering the confirmation statement, minutes and changes. Prices vary widely with what's included, so compare the scope (number of filings, meetings, share transfers) rather than the headline price. Use the budget planner to weigh that fee against doing the work in-house.

Before paying for a service, check what it actually does. And remember that no provider can take the legal responsibility away from the directors.

When a secretary joins or leaves

0/7

• Board minute or written resolution with the effective date
• Consent to act (joining) or resignation letter (leaving)
• AP03 / AP04 or TM02 filed within 14 days
• Service address set to the registered office, not a home address
• Authentication code, filing log-ins and registered email access updated
• Bank mandate and internal contact lists updated
• Filing calendar handed over: confirmation statement, accounts, PSC windows

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Running a company without a secretary

Most owner-managed companies have no secretary, and that works as long as someone clearly owns the jobs a secretary would do. Without a named person, filings tend to fall between the directors and the accountant, and that's when confirmation statements and director changes go late.

Start by deciding which director is responsible for Companies House. That person keeps the company authentication code safe, makes sure the registered email address goes to an inbox they read, and holds a calendar with the confirmation date, the accounts deadline and any PSC verification windows. If your accountant files for you, write down exactly which filings they cover: many engagement letters include the accounts and the Company Tax Return but not the confirmation statement or changes to officers.

The records a secretary would keep still have to be kept. The register of members must be held at the registered office or a single alternative inspection location and be open to inspection. Minutes of directors' meetings must be kept for at least ten years, and the same applies to records of shareholder resolutions. A single-director company still needs to record its decisions in writing, even if the "meeting" is one person signing a written resolution.

Finally, think about cover. If the only director falls ill or is abroad, who can file? The directors can authorise another person to act, and a company secretary is one way to give a trusted person formal standing without making them a director.

Common mistakes

• Not filing within 14 days. With the register of secretaries abolished, the Companies House record is the only official record. Late or missing filings leave the public register wrong.
• Listing the auditor or a disqualified person as secretary. The auditor can't hold the role, and a disqualified person shouldn't take it without legal advice.
• Assuming the secretary carries the risk. Directors stay responsible for the company's filings and accounts.
• Using a home address as the service address. It goes on the public register. Use the registered office instead.
• Forgetting to cut off access. A departing secretary often holds the authentication code and email log-ins. Change them the day they leave.
• Keeping an old "register of secretaries" up to date and thinking that's enough. Since 18 November 2025 it's not required; Companies House must be told.

Official links

• Appoint directors and a company secretaryWhether you need a secretary; who can be one
• Appoint a secretary (AP03)Online service or paper form
• File changes to a companyAppointments, resignations and other changes
• Company information you must report14-day rule for directors and secretaries
• Incorporation and names guidancePublic company secretary qualifications
• Changes to company registersRegisters abolished from 18 November 2025

What to do next

Read your articles to see whether they require a secretary, then decide who in your company will own the Companies House calendar, whether or not they hold the title. If you appoint someone, file the AP03 within 14 days. Then check the other routine filings: our confirmation statement guide and the Companies House filing guide cover the yearly cycle, and changing your registered office explains one of the most common changes a secretary handles.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

Does a private limited company need a company secretary?

No. Since April 2008, a private company doesn't need a secretary unless its own articles of association require one. If you don't have one, the directors handle the secretarial work themselves or authorise someone to do it. Public limited companies must have at least one secretary, and that person must be suitably qualified.

Can a director also be the company secretary?

Yes. GOV.UK says a director can be the company secretary. The one person who can't be is the company's auditor. In a company with a single director, many choose not to appoint a secretary at all, since the director is responsible for the filings either way.

How do I appoint a company secretary?

Check your articles, then the directors appoint the person, usually by board resolution, after getting their consent. Tell Companies House within 14 days using the online service or form AP03 (AP04 for a corporate secretary). You give their name, any former names and a service address, which will be public. There's no Companies House fee.

Does a company secretary need to verify their identity with Companies House?

Not at the moment. Identity verification is required for directors, people with significant control and Authorised Corporate Service Providers. A secretary who isn't also a director doesn't need to verify yet. In June 2026 Companies House dropped the company-secretary example from its guidance, and verification for people who file on a company's behalf — which will catch most secretaries — is expected no earlier than November 2027.

What are a company secretary's duties?

The Companies Act doesn't list them; they come from the secretary's contract and the board. Typical tasks are keeping the statutory records, filing changes and the confirmation statement on time, organising board and shareholder meetings, preparing minutes and resolutions, and keeping the register of members. The directors stay legally responsible for the company's compliance.

How do I remove a company secretary?

The directors end the appointment, usually by board resolution, or the secretary resigns, subject to any contract. Report it to Companies House within 14 days using the online service or form TM02. A private company doesn't need to appoint a replacement. A public company must, because it must always have a secretary.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 12 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.Set up a private limited company: appoint directors and a company secretary — GOV.UK (Companies House) · accessed 12 October 2026
2. 2.Incorporation and names — Companies House · accessed 12 October 2026
3. 3.Life of a company: event-driven filings (sections 1.4 and 1.5) — Companies House · accessed 12 October 2026
4. 4.Running a limited company: company information you must report — GOV.UK · accessed 12 October 2026
5. 5.Appoint a secretary (AP03), version 7.0 (11/25) — Companies House · accessed 12 October 2026
6. 6.Terminate a secretary appointment (TM02), version 6.0 (11/25) — Companies House · accessed 12 October 2026
7. 7.Changes to company registers — Companies House (Changes to UK company law) · accessed 12 October 2026
8. 8.Verifying your identity for Companies House — Companies House · accessed 12 October 2026
9. 9.Change the details of a secretary (CH03) — Companies House · accessed 12 October 2026
10. 10.Companies Act 2006, section 248 (records of meetings of directors) — legislation.gov.uk · accessed 12 October 2026
11. 11.Companies House fees — Companies House · accessed 12 October 2026