A limited company is ‘a creature of statutory law’. Although it has no physical form, a company is very much real in the eyes of the law – it can own property, enter into contracts, pay tax, and even face punishment or be dissolved if it breaks the rules. But because it isn’t a living being, it can only act through people. While directors are the ones who make key decisions and manage operations, in many companies (particularly larger ones), another key figure helps keep everything running smoothly and lawfully: the company secretary.
While private limited companies in Scotland are not legally required to appoint a company secretary under the Companies Act 2006, many still choose to do so. Public limited companies (PLCs), on the other hand, must have one by law.
As the job title suggests, the company secretary is fundamentally an administrator, albeit one with a pivotal role in legal compliance and corporate governance. This is essential for larger companies, especially for ensuring that statutory duties are carried out properly and on time.
Statutory compliance
One of the secretary’s central responsibilities is ensuring the company complies with its legal obligations. This includes making sure any business discussed at meetings is accurately recorded in the minutes and that said meetings (whether of directors or shareholders) are properly convened and held according to law and the company’s constitution. The secretary is also responsible for filing confirmation statements and other statutory returns with Companies House, as well as providing timely updates to HMRC and any relevant regulatory bodies.
Maintaining the company’s statutory registers, such as those detailing directors, shareholders, and individuals with significant control, also falls within their remit, as does recording any conflicts of interest or loyalty. Failure to comply with these obligations can lead to financial penalties, reputational damage, or more serious regulatory consequences.
Corporate governance
In terms of corporate governance, the company secretary is often the board’s internal monitor, ensuring decisions are made in line with proper procedures and that any internal policies are followed. They provide ongoing advice to directors on legal and regulatory matters, including data protection, anti-bribery legislation, and health and safety responsibilities.
Their role may also extend to preparing detailed reports and briefing papers for the board, helping directors to make informed decisions based on accurate and current information.
Administrative backbone
Alongside their legal and governance responsibilities, company secretaries are often at the heart of an organisation’s administrative machinery. They organise meetings, prepare agendas and resolutions, and ensure that board papers are circulated efficiently. They may also manage share transfers, dividend payments and communications with shareholders.
In many smaller companies, the secretary may also take on broader functions such as human resources administration, insurance management, or even overseeing office facilities.
Skills and integrity
No formal qualification is required to be appointed as a company secretary in a private company. Any adult who is not a disqualified director may be appointed to the role. However, the reality is that a competent secretary must possess a robust combination of business administration skills, financial literacy and working knowledge of company law.
In more complex or larger organisations, company secretaries are often professionally qualified – some hold a chartered company secretary designation and, in many cases, the role is filled by a solicitor. After all, solicitors are trained in company law and bound by a professional code of conduct emphasising ethical behaviour and integrity.
Indeed, integrity may be the most important quality required of a company secretary, as they must be prepared to stand firm, reject shortcuts or attempts to obscure mistakes, and, when necessary, say ‘no’ to dishonest or inappropriate instructions from the board. They serve not only as an administrator or advisor, but also as a moral compass for the company’s leadership.
An evolving role
In recent years, the role of the company secretary has continued to evolve. With environmental, social and governance (ESG) considerations becoming central to many companies’ strategies, secretaries are increasingly involved in sustainability reporting, stakeholder communications, and guiding the board through a shifting regulatory landscape. They have transformed from back-office functionaries into key players, often involved in corporate responsibility and long-term planning.
So, whether required by statute or appointed by choice, the company secretary is far more than a bureaucratic necessity. They are the quiet cornerstone of effective corporate governance – a combination of legal watchdog, strategic advisor and organisational anchor. For Scottish businesses seeking sustainable growth, reputation management and legal assurance, investing in a competent and principled company secretary is not only prudent, it’s essential.
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John Roberts is a Partner and Director at Austin Lafferty Solicitors. John has been with the firm for almost 20 years, with experience in all areas of business law.
