A UK private limited company doesn't need a company secretary. Section 270 of the Companies Act 2006 says so directly. A public company must have one, and its directors must make sure that person is qualified. Even when a company appoints a secretary, the directors stay legally responsible for the company.
Company secretary is one of those roles people assume is mandatory because older companies all had one. This guide sets out what the law says now, using the Companies Act on legislation.gov.uk and the GOV.UK company pages as they read in October 2026, and what a secretary is useful for if you choose to appoint one.
Do you need a company secretary?
| Company type | Secretary required? | Rule |
|---|---|---|
| Private limited company (by shares or guarantee) | No, it's optional | Companies Act 2006, section 270 |
| Public limited company (plc) | Yes | Companies Act 2006, section 271 |
| Public company secretary's qualifications | Directors must check them | Companies Act 2006, section 273 |
If your private company's articles say it must have a secretary, follow the articles. Older companies sometimes have bespoke articles written before the current Act, so it's worth a quick check before you remove one.
What a company secretary does
GOV.UK describes the role simply: some companies use a secretary to take on some of the directors' responsibilities. In practice that usually means the administrative side of running a company, such as keeping the statutory registers up to date, preparing board paperwork and making the filings Companies House expects, like the yearly confirmation statement.
The insight that matters most: delegating to a secretary doesn't delegate the liability. GOV.UK is explicit that even if you have a company secretary, the directors are legally responsible for the company. A missed filing is still the directors' problem.
There's one legal power that comes with the title. Under section 44, a private company with a secretary can execute documents with the signatures of a director and the secretary, as two authorised signatories. Without a secretary, you need two directors, or one director signing in front of a witness.
Who can be a company secretary
- A director can also be the company secretary.
- The company's auditor can't be the company secretary.
- In a private company, there's no formal qualification requirement.
For a public company, section 273 says the directors must take all reasonable steps to make sure the secretary has the knowledge and experience for the job and holds at least one of these:
- at least 3 of the last 5 years as secretary of a public company
- membership of one of seven named bodies: the Institute of Chartered Accountants in England and Wales, the Institute of Chartered Accountants of Scotland, the Association of Chartered Certified Accountants, the Institute of Chartered Accountants in Ireland, the Institute of Chartered Secretaries and Administrators, the Chartered Institute of Management Accountants or the Chartered Institute of Public Finance and Accountancy
- being a barrister, advocate or solicitor in any part of the UK
- another position or membership that makes the directors think they can do the job
Secretary versus director
| Director | Company secretary (private company) | |
|---|---|---|
| Required? | Yes, at least one | No, optional |
| Minimum age | 16 | No minimum set in the GOV.UK guide |
| Legally responsible for the company? | Yes | No, the directors stay responsible |
| Can it be the same person? | Yes, a director can also be the secretary | Yes, but never the company's auditor |
| Changes reported to Companies House | Within 14 days | Within 14 days |
That table is the whole decision in miniature. A director is a legal necessity with legal exposure. A secretary is an optional helper whose appointment you still have to report.
Appointing or removing a secretary
- Check your articles of association for any rules on appointing a secretary.
- Agree the appointment or removal, usually by a board decision.
- Tell Companies House within 14 days of appointing a new secretary or ending an existing appointment.
- Update your own company records to match.
The 14-day rule is the same one that applies to changes to directors and people with significant control, so it's easy to deal with them together. If you're setting up a new company, my company registration guide covers where the optional secretary step appears during registration.
Should a small company appoint one anyway?
For most one or two director companies, no. The admin is light, the directors carry the responsibility either way, and adding a secretary means one more appointment to report and keep current. It starts to make sense when the company has several shareholders, regular board meetings and documents that need signing often, or when a director wants someone else, often an accountant, formally holding the paperwork.
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My verdict
If you run a private limited company, you don't need a company secretary, and you shouldn't appoint one just because it looks official. Appoint one when there's a real job for them to do, pick someone organised, and remember the law still looks at the directors first. If your company is a plc, the role is mandatory and the qualification rules in section 273 aren't a formality.
Frequently asked questions
Does a private limited company need a company secretary?
No. Section 270 of the Companies Act 2006 says a private company is not required to have a secretary, unless its own articles require one.
Can a director be the company secretary?
Yes. GOV.UK says the company secretary can be a director, but can't be the company's auditor.
Is the company secretary responsible if something goes wrong?
The directors stay legally responsible for the company even if there's a company secretary, so delegating admin to a secretary doesn't move the liability.
Does a plc need a qualified company secretary?
A public company must have a secretary, and its directors must take reasonable steps to make sure the secretary has the right knowledge and experience and one of the qualifications listed in section 273.
How long do you have to tell Companies House about a new secretary?
You must tell Companies House within 14 days of appointing a new company secretary or ending an existing appointment.
Can a company secretary sign documents for the company?
Yes. Under section 44 of the Companies Act 2006, in a private company with a secretary, a director and the secretary can sign together as two authorised signatories, which validly executes a document on the company's behalf without a seal.
Does a company limited by guarantee need a secretary?
No. It's a private company, so the same section 270 rule applies and a secretary is optional unless the company's own articles say otherwise.
