Qualifications, liabilities and responsibilities

What qualifications does a company secretary need?

A secretary of a private limited company is not required to possess any formal qualifications. However, the governing body (often referred to as ‘the board of director’ or ‘the board’) would fail in its duty of care if they appointed someone who does not have the ability and/or access to the relevant advice to enable them to carry out the role. A member of the governing body may also be appointed as company secretary.

How are the liabilities of a company secretary?

The company secretary is protected by limited liability. However, limited liability may be lost is he/she fails to perform duties required under the Company Act 2006. In the main, he/she will only incur liability if the negligent acts were knowing or deliberate.

What are the responsibilities of a company secretary?

It is the responsibility of the company’s governing body to ensure that the administrative requirements of the Act are complied with. However, the governing body will often delegate administrative tasks to the secretary.

These tasks will vary depending on the needs of the company and areas of business in which it operates. For example, a person taking over the role of the company secretary will have different priorities to a secretary of a newly established company.

The following pages give an overview of the main responsibilities of the company secretary.