The position of company secretary in a private company is optional, thus a company can operate with a sole director.
A sole director may not be the secretary. You must give notice of the appointment of a company secretary to the Registrar of Companies online on form AP03 – appointment of a company secretary or form AP04 for the appointment of a corporate secretary.
You must also give notice of appointment of a new company secretary online on either form AP01 or AP02 within 14 days of the change. Notice of resignation of the outgoing secretary has to be made online on form TM02. Changes of any particulars are made online on form CH03 for a company secretary or form CH04 to register a change of corporate secretary’s details.
A register containing the secretary’s name and address must be kept at the company’s registered office.
The company secretary should maintain the company’s statutory books:
- Register of members
- Register of directors and secretary
- Register of application and allotments and return of allotments
- Registers of transfer of shares, debenture holders, and charges
- Register of material share interests
The company secretary should keep the company seal, share certificates, letters of allotment, the Memorandum and Articles of Association, and the Certificate of Incorporation. He or she should also arrange and provide notice for company meetings, the Annual General Meeting, and directors’ meetings.
The company secretary, as an officer of the company, is liable, together with the directors, for default fines and other penalties provided by the Companies Act.
Where the company secretary enters into a contract on behalf of the company, he or she should make it clear that he or she does so as the company’s agent, thereby avoiding personal liability.