Last reviewed 27 September 2026
Under the Companies Act 2006, a private limited company in England and Wales is not required to appoint a company secretary unless its articles of association say otherwise. Many small companies therefore have no one in the formal role.
The legal obligations that a company secretary traditionally handled do not disappear, however. They fall to the directors, who remain responsible for keeping the company's records and filings in order. Some businesses handle this internally; others ask an outside provider to support them.
This guide explains the tasks usually involved in general terms. It is general information, not legal advice for your company.
Filings at Companies House
Every company must file an annual confirmation statement confirming that the information Companies House holds is up to date, together with annual accounts within the required period. Changes during the year, such as appointing or removing a director, changing the registered office, allotting new shares or changing the people with significant control, must also be notified within set time limits.
Late or missed filings can lead to penalties and, in serious cases, to the company being struck off the register, so a reliable calendar of deadlines is one of the most useful things a company secretarial function provides.
Statutory registers
Companies must keep certain registers, including registers of members, directors and people with significant control, unless they have chosen to keep that information on the public register at Companies House instead. The register of members is particularly important because it records who owns the shares.
Registers should be updated whenever there is a change. Out of date registers commonly cause delay later, for example when an investor or buyer carries out due diligence.
Board and shareholder decisions
Many company decisions require formal approval by the directors or the shareholders. Preparing board minutes, written resolutions, notices of meetings and the paperwork for decisions such as changing the articles or approving a share issue is a core company secretarial task.
Certain resolutions must be filed at Companies House after they are passed. Keeping a proper record of decisions also helps directors show they have acted properly if a decision is later questioned.
Share issues and transfers
When shares are issued or transferred, the correct approvals must be in place, share certificates issued, the register of members updated and the relevant filings made. Any pre-emption rights in the articles or a shareholders' agreement need to be respected.
Errors in share records can be time consuming to put right, which is why many businesses take support with share changes even if they handle routine filings themselves.
Keeping on top of it
A simple approach is to hold a list of annual deadlines, a single up to date set of registers and a folder of signed minutes and resolutions. Review these whenever the company changes, such as a new director joining or a funding round.
Where the company is growing, raising investment or restructuring, the volume and importance of this work increase, and outside support can reduce the risk of errors.
Key points
- Private companies need not appoint a company secretary unless the articles require it.
- Directors remain responsible for filings and records either way.
- Confirmation statements, accounts and changes all have deadlines.
- Registers, especially the register of members, must be kept up to date.
- Share issues and transfers need approvals, certificates and filings.
Frequently asked questions
- Does my private company need a company secretary?
- Not unless its articles of association require one. If there is no secretary, the directors are responsible for the tasks the role would normally cover.
- What happens if we file late at Companies House?
- Late filing of accounts attracts penalties, and persistent failure to file can lead to the company being struck off the register.
- Can the company secretary also be a director?
- Yes, one person can hold both roles in a private company, provided the company also meets the minimum director requirements.
- Is this guide legal advice?
- No. It is general information about company secretarial tasks in England and Wales and is not advice for your company.