HRD and company secretary?

Thank you everyone. The current Company Secretary who is a qualified finance business partner, tells me that my organisation doesn't actually need a company secretary because we have less than 250 employees. So probably it's only a name on papers. I don't know how much / what risk that would involve if I take it up.

Thank you everyone. The current Company Secretary who is a qualified finance business partner, tells me that my organisation doesn't actually need a company secretary because we have less than 250 employees. So probably it's only a name on papers. I don't know how much / what risk that would involve if I take it up.

A company secretary may not be a director, but they will often be liable for breach of duty in the same way as board members. The code of directors’ duties, set out in the Companies Act, is not expressed as applying to the secretary, but, as an officer of the company, the duty to promote the company’s success should apply in equal measure, as should the obligations to avoid a conflict of interest and to exercise independent judgment. (Note that these duties are owed to the company and not directly to shareholders.)

The secretary has many administrative responsibilities, including filing returns at Companies House and ensuring compliance with the Companies Act. Numerous sections in the Act provide that, where there is a failure to file or comply, ‘an offence is committed by every officer of the company who is in default’. If the secretary is the person with prime responsibility for the task, they will be the person in default and liable to the fine.