Appoint company secretary

Appoint UK company secretary for a public limited company is compulsory and it is optional for a private limited company.

A public limited company (PLC) must appoint a company secretary as required by the Companies Act. It is the duty of your company directors to take all reasonable steps to secure that your company secretary has the requisite knowledge, experience and qualifications. One of the reasons for such strict rules on appointment of secretary is that statutory filings for a PLC is stricter and more complex compared to a private company. Especially, a public limited company that have their shares quoted in the London Stock Exchange.

Skills and qualifications

Generally, your company secretary must have the following skills and qualifications detailed below. The person to hold the secretary position must be or have,

  • At least three of the five years immediately proceeding his appointment as your company secretary.
  • A barrister, advocate or solicitor called or admitted in any part of the United Kingdom.
  • Capable of discharging the functions of a company secretary.
  • Member of any of the professional bodies listed below.

Professional qualification

Additionally, the person to hold the company secretary position must be a member of at least one of the following professional bodies.

Exception

Whereas, there is an exception to the skills and qualifications required for the appointment of a company secretary for a private limited company.

If you wish to appoint a company secretary, the person does not need to have a professional qualification.

How to notify Companies House of your new company secretary

Use the form AP03 to notify Companies House for an appointment of your new company secretary. Subsequently, if you would like to change the details of your company secretary, please complete the form CH03 and deliver it to Companies House.

Thereafter, If you would like to remove your company secretary, please complete the form TM03.

Generally, Companies House requires every limited company to submit their confirmation statement once every 12 months. You would have the opportunity to update your company secretary’s information if there are any changes you have not yet notified Companies House.

Disqualified company directors register

Companies House maintain a disqualified company directors register. Anyone can search the register.

You may use the disqualified company directors register to check on the length of disqualification order imposed on the person. If you know the person has been disqualified as company director previously and yet you cannot find his/her name listed there. It is likely that his/her disqualification order has expired. Companies House automatically removes the individuals’ details once the disqualification order expired. And, Companies House updates the database weekly. Contact Companies House if you have any questions.

The register publishes the following information about a company director.

  1. The director name with the surname in capital letters.
  2. Address
  3. Date of birth
  4. Nationality
  5. last known registered address
  6. The length of disqualification imposed as a company director including the start and the end dates.
  7. If the director has more than one disqualification, it will show here too.
  8. The reasons he/she was disqualified from being a company director. For example, Company Directors Disqualification Act 1986 (Section 6): Duty of court to disqualify unfit directors of insolvent companies.
  9. The company names associated with his/her disqualification.
  10. Lastly, you will also see if the disqualified director has permission from the court to act as a company director.

The Insolvency Service

The Insolvency Service department publishes director disqualification outcomes online. The conduct of the director which lead to his/her disqualification is published here. This information is available for public inspection 3 months from the date of publication thereafter it will be removed.

The Authority updates the database weekly.

Non-director bankruptcy

For individual who was not a company director but declared bankrupt, please search the Individual Insolvency Register. For cases within the last 3 months, search the Bankruptcy and debt relief restrictions outcomes.

Certificate of incorporation

Companies House issue Certificate of incorporation once your company registration application is successful.

Commence trading

Consequently, the certificate is conclusive evidence that your limited company has been registered in accordance with the Companies Act in the United Kingdom. You may start trading straight away if your company is a private limited company. Unlike a public limited company (PLC), they must obtain the trading certificate before commencing trading.

Information printed on the certificate of incorporation

Universally, your certificate of incorporation will have the following information printed on it:

  • Your company name.
  • Your company registration number (eight digits number only).
  • The type of company. Whether your company is a limited or unlimited company. And if it is a limited company whether it is limited by shares or limited by guarantee.
  • Whether your company is a private or public limited company.
  • Where is your company’s registered office situated? whether it is in England and Wales, Wales, Scotland or in Northern Ireland.
  • The date of incorporation of your limited company. The date is the date Companies House issued your certificate of incorporation.

The Registrar of Companies would stamp your certificate with its official seal.

Open a bank account

Generally, you would require your certificate of incorporation to open a bank account for your company. Your bank would ask for this certificate and other incorporation documents. In addition, your company directors must present themselves and provide proof of identity and proof of address documents.

Your company official stationery

Conventionally, you would include your company details in your official company stationery such as letterhead and website. Your company name, registration number and registered office address are the important ones so that your customers and suppliers may contact you. All legal notices deliver to your registered office address is considered documents served to you.

Confirmation statement

Companies House requires every company to deliver Confirmation Statement at least once every 12 months. For this purpose, it is your company director’s responsibility to file the confirmation statement on time with Companies House. It is a criminal offence for failing to deliver your confirmation statement.

Company Accounts

Lastly, your company must prepare and submit annual accounts with Companies House. Your company’s filing deadline is nine months after your financial year-end if it is a private limited company. Whereas for a public limited company is six months. You would have to pay a late filing penalty if you submit your company account late with Companies House.

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