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E-Quick Plan |
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 £ 49.95 | Renewal fees from £49.95 | | |
 Nominee Secretary Service for Public Records for one year:
 Nominee Secretaries do not usually have an active role or function in the actual business of the company.
The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings.
Coddan will act as Nominee Company Secretary for limited companies on an annual basis.
This service is primarily designed to help people keep non-trading companies fully compliant with the law.
It does not perform any secretarial duties, and does not become involved with operations of the company in any way.
If signatures or verification documents are required extra charges will apply.
Preparation and submission of the Annual Returns (payable fee additional).
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Economy Plan |
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| £ 75.00 | Renewal fees from £75.00 | | |
Nominee Secretary For Sole Director Company:
The nominee services can be used to maintain anonymity or simply provide an additional officer to comply with the legal requirements.
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings.
Coddan will act as Nominee Company Secretary for limited companies on an annual basis.
It does not perform any secretarial duties, and does not become involved with operations of the company in any way.
The nominee secretary's signature on the forms to open a bank account (no extra fee).
If signatures or verification any other documents are required extra charges will apply.
Preparation and submission of the Annual Returns (payable fee additional).
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Premier Plan |
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| £ 150.00 | Renewal fees from £150.00 | | |
Nominee Secretary For Trading Companies:
Nominee Secretaries do not usually have an active role or function in the actual business of the company.
The Company Secretary can authenticate documents or proceedings of the company and the signature of the Secretary on a written resolution is evidence of the proceedings.
Coddan will act as Nominee Company Secretary for limited companies on an annual basis.
It does not perform any secretarial duties, and does not become involved with operations of the company in any way.
We will complete and file the Annual Return on behalf of your company. This will include the fees for the filing of the official documentation.
The nominee secretary's signature on the forms to open a bank account (no extra fee).
Our Company Secretary fee covers the cost of reasonable handling of official company documents, which will be sent via the normal postal service.
If signatures or verification any other documents are required extra charges will apply.
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A company secretary's typical work activities:
Organising, preparing agenda for, and taking minutes of, meetings.
Dealing with correspondence before and after meetings, collating information, writing reports, ensuring decisions made are communicated to the relevant people.
Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action.
Developing company contracts.
Managing insurance and property issues.
Developing and overseeing the systems that ensure that the company complies with all applicable codes as well as its legal and statutory requirements.
The company is bound by any document expressed to be on behalf of the company and signed by a Director and the Secretary or two Directors (s. 36A Companies Act 1985).
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(click here for other packages)
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| 1. Section 283(1) of the Act says every company must have a secretary. Section 283(2) states that a sole director cannot also be the secretary.
2. The company secretary of a private limited company needs no formal qualifications.
3. The company secretary usually undertakes the following duties: Maintaining the statutory registers.
4. Ensuring that statutory forms are filed promptly.
5. Providing members and auditors with notice of meetings.
6. Sending the Registrar copies of resolutions and agreements.
7. Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings - also copies demanded by anyone under section 239 of the Act.
8. Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings.
9. Ensuring that people entitled to do so, can inspect company records.
10. Custody and use of the company seal.
 +44 (0) 207.748.3039
+44 (0) 800.081.1510
(0) 870.080.2320
 info@uk-ltd-formation.co.uk |
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- DEAR VISITORS, If you want to become familiar with the description and the contents of UK company formation packages, offered by Coddan and to find above, what kind of service is included in this or that UK companies registration package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. The basic document package we provide will not differ significantly from that available at a major corporate law office.
Form a company online in minutes at lawyer-free prices. Coddan was developed by expert attorneys with experience at the most prestigious law firms in the country. We've helped over 50,000 satisfied customers, and our know-how allows us to prepare legal documents quickly and efficiently. Our documents contain advanced provisions that are not found in simple "do-it-yourself" kits or manuals. Coddan lets you take care of common legal procedures without ever leaving your home or office. We're open 24 hours a day, 7 days a week. Our research area contains plenty of helpful guidance. Simply answer an easy-to-understand questionnaire, and Coddan takes care of the rest - no need to download, no need to print. You will receive the completed legal documents printed on quality acid-free paper.
Did you know that 70% of those who try to complete their own legal documents make mistakes? With Coddan, you can rest assured, knowing that your documents are treated with the utmost care and attention. Before you submit your order, Coddan will review the answers you provide on the questionnaire for consistency, completeness, spelling and grammar. Furthermore, our customer service specialists are available to answer your questions by phone or e-mail. Call us toll-free at (0) 800.081.1510 or (0) 870.080.2320.
With Coddan's lawyer-free service, you can save up to 100% off the rates an attorney would charge for the same procedure. In addition, our fees are "per project", not "per hour," so you will know exactly what the total price will be.
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We strive to be the best legal documentation service on the web. If you are not satisfied with our services for any reason, please contact us immediately and we will either correct the situation or provide a refund, your choice.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-ltd-formation.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 UK Company Secretary. Introduction
The Companies Act requires every company to have a secretary and, as far as PLCs are concerned, stipulates levels of experience and qualification for such appointees. The range of duties undertaken by company secretaries is probably as numerous as the numbers of companies in existence, which makes general guidance regarding their duties somewhat difficult. This section seeks to highlight the main areas required to be undertaken by most company secretaries. The importance of the role is sometimes underestimated - not least because the word 'secretary' is often confused with other uses of the word.
- The Role of the Company Secretary
Good secretaryship, like good administration, tends not to be seen but to play its part with quiet efficiency. This lends to underplay the vital importance of the role of the company secretary as: guardian, ensuring fulfilment of the company's obligation to comply with legislation. Facilitator, easing communication between the board and management. Confidant, supporting all members of the board and particularly the Chairman and chief administrative officer of the company (including being a legal "officer" of the company with all the attendant responsibilities and liabilities that description entails - Section 744, Companies Act 1985).
Former Master of the Rolls, Lord Denning defined the Secretary as "the chief administrative officer of the company - he regularly makes representations on behalf of the company and enters into contracts on its behalf. He is entitled to sign contracts - all such matters come within the ostensible authority of the company secretary". Since then the role has gained an increasing prominence - likely to be further enhanced by new initiatives in company compliance. In some companies, the company secretary, like Victorian children, may be required to be seen but not heard, only supporting the meeting administratively. But this somewhat restricted view of the role may be short-sighted as the secretary will often have a more comprehensive view of the business under discussion than some members and certainly has an obligation to be fully aware of all legal obligations.
The Cadbury Committee on Corporate Governance recognised the company secretary's unique position stating: "the company secretary has a key role to play in ensuring that the board procedures are followed and regularly reviewed. The chairman and the board will look to the company secretary for guidance on what their responsibilities are".
The Cadbury Report also suggested that all directors (and this would apply particularly to non-executive directors, which it regarded as having views that were independent from and potentially more objective than, executive directors) should always have access to the company secretary and that any suggestion of the dismissal or removal of the company secretary should be considered by the whole board.
It is one of the responsibilities of the board to appoint a suitable and capable company secretary and to ensure that the appointee maintains these attributes. In many ways this is his most onerous task since the impact of legislation on companies from many areas is immense and continues to grow and a prime responsibility of the company secretary should be to "keep the company legal".
- Company Secretary Responsibilities
There are over a million companies and no doubt a million different job descriptions for their company secretaries. The following checklist sets out the main responsibilities of most company secretaries but this needs to be individually customised. It is a prime responsibility of the board to ensure these duties are carried out.
Main duties of the company secretary: understand and interpret the requirements and obligations contained in the Memorandum and Articles and guide the board on these. Maintain statutory registers. This entails updating and keeping updated the various statutory books including the register of members which involves transferring shares, issuing new certificates, etc. although many companies with large numbers of shareholders delegate such work to specialised divisions of, for example, the clearing banks. Update the company file at the Registrar of Companies. The secretary is responsible for advising the Registrar promptly of changes in directorate, the creation of charges over assets, changes in shareholders at least once a year, etc. and other matters affecting the company within set time limits.
Ensure compliance with company law. The secretary must have a good working knowledge of the requirements placed on the officers under company law and ensure that the company complies with such requirements and all changes and innovations. Liaise with shareholders. The extent of this responsibility will depend on the individual companies - in some the directors take on this role, however in most the secretary is responsible for at least the documentary contact with shareholders - i.e. notice of meeting, preparation of Annual Return, etc. Ensure legally required documentation is prepared. This is a very wide-ranging responsibility since much of what is required is derived from obligations under commercial, employment and other laws and as secretary familiarity with such laws and obligations is essential. Convene company and board meetings. The secretary can only do this at the direction of the board but to ensure the board fulfils its own duties he needs to ensure that board meetings are held regularly.
Compile minutes of meetings and subcommittees. This is an onerous but essential part of his duties not simply to preserve the record of control, but also to have available documentary evidence that might be needed as a defence in any actions against directors. File accounts and Annual Return. Increasingly, the obligation to file such items within specified time limits is being backed by rigorously enforced fines. Repeated failure to file on time can lead to disqualification from office. Carry out instructions of board. As the chief administrative officer of the company, the secretary may have the prime role for interfacing with management. Alternatively executive directors may take this role - whoever takes it needs to comply with the exact requirements of the board.
Act as board/Chairman's confidant. This is often one of the roles played by the secretary particularly where he is not also a director as he can bring an objective view to the work of the board. It is also often possible for the secretary to be aware of internal developments of which directors are not aware and thus provide a valuable communication conduit to the Chairman. Act as chief administrative officer. The scope for this responsibility will vary from company to company, nevertheless the secretary is often the source from which management first learn of and are required to implement decisions.
Protect the company's assets. It is the secretary's duty to protect the statutory books and records of the company and the confidentiality of the board's work. It may be logical to make him responsible for other aspects of corporate security. Ensure all proper returns made (and in time). The officers of the company, of which the secretary is one, have an obligation to comply with the document filing requirements of company law. If items are not filed by the due date, fines can be levied, repetition of which could lead to disqualification.
Oversee legal matters. Often the secretary is legally qualified or will be the only executive with some experience of the law. Increasingly, the law is intruding on company activities and someone must assume this responsibility. Oversee the arrangements to allow shareholders and others to inspect certain records of the company and to provide access to statutory and other bodies to inspect other records.
Ensure compliance with all legal requirements including contractual and commercial law, health and safety law, environmental law, employment law, etc.
This is so vast an obligation it is difficult to visualise how a working secretary with the usual range of additional duties can hope to provide advice and guidance on such matters. Indeed, so vast a legislative burden is now added each year to companies' obligations this could force companies to provide additional funding to enable this compliance obligation to be addressed suitably. As if the foregoing range of requirements were not wide itself many company secretaries will also take responsibility for insurance, pensions, property, security and even employment and/or financial matters.
- Board Meeting Duties
Much of the secretary's work will revolve around convening, servicing and administering board meetings. His responsibilities in this work are summarised below, but inevitably particular companies will have different requirements. Directors have an obligation to ensure that this work is carried out appropriately bearing in mind that board meetings and the minutes thereof not only provide evidence of the reasons for and the decisions taken by the board, but may also provide evidence of them taking decisions in good faith exercising their duty of care.
Board meeting duties: generating an AGENDA in liaison with the chairman. Ensuring all data for consideration by the board accompanies the agenda or there is a date by which they will be ready and distributed. Accompanying data should be presented in the order in which they will be considered on the agenda. Convening the meeting in good time. There is no legal requirement regarding notice due to be given of a board meeting but for commercial reasons and to allow the directors to be properly briefed at least seven days' notice with required data should be given. It would also be logical for the secretary to take responsibility for compiling and updating a timetable of future meetings.
Ensuring, if a quorum is required to be present before the meeting can commence, that at least members satisfying that requirement are to be present to avoid wasting the time of others attending. Taking, reporting and recording any apologies for absence and noting any late arrivals or early departures so that it can be shown who was present when any decision was taken. Having available any statutory and other registers that need to be inspected and/or signed (e.g. the Registers of seals, director's interests, etc.). Checking members have all the documents required but having available spare documents in case members have mislaid or forgotten them.
Ensuring meeting's supports: provision of refreshments, note-taking aids, protection against interruption, and so on, are in operation. Ensuring meeting adheres to and does not overlook any item on the agenda. Ensuring those who speak and vote are entitled to do so. Ensuring the meeting does take required decisions and that these are clear and clearly understood by all present. Noting the sense of the meeting in the minutes. Preparing minutes, having them approved in draft by the chairman, distributed to the members and approved by them at their next following meeting.
Keeping the minutes secure and available to members of the board and the auditors. Ensuring action is effected as required by the meeting and reported on at the appropriate time. Anticipating the level of support available, and any antipathy or opposition to, matters due to be considered by the board and briefing the chairman accordingly. Being proactive in all respects.
And so on...
- Company Secretary. General Duties
Non-exhaustive checklist of company secretary's duties: Maintain statutory registers. Update Registrar of Companies - regularly as required. Liaise with shareholders. Ensure legally required documentation is prepared. Convene company and board meetings and compile and protect minutes of such proceedings. Carry out instructions of board. Act as board/chairman's confidant. Act as chief administrative officer. Protect company's assets. Ensure proper returns made to government departments. Oversee legal matters. Ensure compliance.
- Company Secretary Authority
The company secretary is an officer of the company and, in the event of culpable non-compliance, is liable with the directors for fines and other penalties. In the event of default, there is no way in which such responsibility can be evaded.
The secretary has several types of authority: Actual - by delegation from the board. Ostensible - since many documents require the signature of the post of secretary (whoever may hold that post at the time). Derived - from what has gone before and been accepted in house and by third parties. Express - in that the secretary is appointed to hold office by the shareholders.
- Maintaining A 'Registrar's' File
When filing items with the Registrar of Companies, not only should a copy of every form filed be kept, but also an acknowledgement for every document should be obtained from the Registrar. This can be achieved either by sending in duplicate a covering letter referring to the item enclosed or sending one of the Registrar's own POST 31 cards. In both cases the Registrar is quite prepared to stamp the copy letter or POST 31 card with a Companies House bar code as their receipt providing either the POST 31 card or a return envelope is also supplied with postage paid. A copy of the item filed, with the receipt, should be placed on this file.
- Duties Of The Company Secretary
| DUTIES | Lawyer's role | | Pro-active | Reactive | | 1. Board meetings | | Coordinating the operation of the company's formal decision making and reporting machinery. | | Yes | | Formulating meeting agendas with the chairman and/or the chief executive. | | Yes | | Attending meetings. | | Yes | | Preparing minutes for meeting. | | Yes | | Maintaining minute books. | | Yes | | Ensuring that correct procedures are followed. | | Yes | | 2. Members' meetings | | Originating documentation for circulation to shareholders. | Yes | | | Coordinating the administration and minuting of meetings. | Yes | | | Ensuring that correct procedures are followed. | Yes | | | 3. Memorandum & Articles of Association. | | Ensuring that the company complies with its memorandum and articles of association. | | Yes | | Drafting and incorporating amendments in accordance with correct procedures. | Yes | | | 4. General compliance. | | Monitoring and ensuring compliance with relevant legal requirements particularly under the Companies Acts. | | Yes | | 5. Stock Exchange requirements. | | Monitoring and ensuring compliance with 'Yellow Book' requirements (including the City Code on Takeovers) and managing relations with the Stock Exchange through the company's brokers. | Not applicable | | | Releasing information to the market. | | | Ensuring the security of unreleased price-sensitive information. | | | Making applications for listing of additional issues of securities. | | | 6. Statutory registers. | | Maintaining the following statutory registers: | | | Members (see also paragraph 9 below). | Yes | | | Company charges. | Yes | | | Directors and secretary. | Yes | | | Directors' interests in shares and debentures. | Yes | | | Interests in voting shares (substantial holdings and those notified in pursuance of a s.212 notice). | Yes | | | Debenture holders (if applicable). | Yes | | | 7. Statutory returns. | | Filing information with the Registrar of Companies to report certain changes regarding the company or to comply with requirements for periodic filing.Of particular importance in this regard are: | | | Annual returns. | Yes | | | Report and accounts (see also para 8 below). | | Yes | | Amended memorandum and articles of association. | Yes | | | Return of allotments. | Yes | Yes | | Notice of appointment, removal and registration of directors and the secretary. | Yes | | | Notices of removal or resignation of the auditors. | | Yes | | Change of registered office. | Yes | | | 8. Report and accounts. | | Coordinating the publication and distribution of the company's annual report and accounts and interim statement in consultation with the company's other advisers and, in particular, preparing the directors' report. | | Yes | | 9. Share registration. | | Maintaining the company's register of members. | Yes | | | Dealing with transfers and other matters affecting shareholdings. | | Yes | | Dealing with queries and requests from shareholders. | | Yes | | 10. Shareholder communications. | | Communicating with the shareholders (i.e. through circulars). | | Yes | | Payment of dividends and interest. | | Yes | | Issuing documentation regarding rights issues and capitalisation issues. | Yes | | | General shareholder relations. | | Yes | | Relations with institutional shareholders and their investment committees. | | Yes | | 11. Shareholder monitoring. | | Monitoring movements on the register of members to identify any apparent 'stake-building' in the company's shares by potential takeover bidders. | Yes | | | Making enquiries as appropriate of members as to beneficial ownership of holdings. | Yes | | | 12. Share and capital issues and restructuring. | | Implementing changes in the structure of the company's share and loan capital and devising, implementing and administering directors' and employees' share participation schemes. | Yes | | | 13. Acquisition and disposals. | | Participating as a key member of the company team established to implement corporate acquisitions and disposals. | | Yes | | Protecting the company's interests by ensuring the effectiveness of all documentation and that due diligence disclosures enable proper commercial evaluation prior to completion of a transaction. | | Yes | | 14. Corporate governance. | | Reviewing developments in corporate governance and advising and assisting the directors with respect to their duties and responsibilities and compliance with their personal obligations under company law and, if applicable, Stock Exchange requirements. | | Yes | | 15. Non-executive directors | | Acting as a channel of communication and information for non executive directors. | | Yes | | 16. Company seal. | | Ensuring the safe custody and proper use of the company seal. | | Yes | | 17. Registered office. | | The receipt, co-ordination and distribution of official correspondence received by the company at its registered office. | | Yes | | Ensuring the provision of facilities for the public inspection of company documents. | Yes | | | 18. Subsidiary companies. | | The administration of subsidiary companies. | | Yes | | Implementing changes to, and maintain a record of the group's structure. | Yes | | | 19. Legal. | | Contracts negotiation. | | Yes | | Contracts relating to freehold or leasehold property. | Yes | | | Contracts in the ordinary course of business. | | Yes | | Other contracts. | Yes | | | Litigation. | Yes | | | 20. Accounting/finance. | | Payroll | Not involved | | | Taxation | | | Financial accounting | | | Internal audit | | | Financial management | | | Project finance | | | Corporate finance | | | Credit control | | | Management accounting | | | 21. Personnel and employee benefits | | Employment law | | Yes | | Profit share schemes | | Yes | | Pensions administration & trusteeship | | Yes | | Personnel administration | | Yes | | Other employee benefits | | Yes | | Employee executive share option scheme | Yes | | | 22. General management | | Strategic planning | | Yes | | Directorships of group subsidiaries | | Yes | | Liaising with other professional advisers | Yes | |
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