Under UK company law, the roles of a director and a company secretary serve different purposes, although both contribute to the effective running of a business. According to Companies House guidance and the Companies Act 2006, every company must have at least one director, whereas appointing a company secretary is optional for private limited companies but mandatory for public limited companies (PLCs).
What Does a Company Director Do?
A company director is legally responsible for managing the company and ensuring it operates in line with UK law. Their duties are set out in the Companies Act 2006 and reinforced by guidance from Companies House and HM Revenue & Customs.
These responsibilities include:
- Acting in the company’s best interests and promoting its success (Companies Act 2006, Sections 171–177)
- Ensuring accurate financial records are maintained (Companies House guidance)
- Filing annual accounts and confirmation statements with Companies House
- Submitting Corporation Tax returns and meeting tax obligations with HMRC
- Avoiding conflicts of interest and exercising independent judgment
Companies House confirms that directors are legally accountable for ensuring that company information is filed correctly and on time. HMRC further states that directors are responsible for ensuring Corporation Tax is calculated and paid correctly.
What Does a Company Secretary Do?
A company secretary focuses on governance, compliance, and administrative support. While not required for private companies, Companies House guidance recognises that many businesses appoint one to help meet their statutory obligations.
Typical responsibilities include:
- Maintaining statutory registers, including details of directors, shareholders, and People with Significant Control (PSC register) (Companies House requirements)
- Filing changes and documents with Companies House, such as director appointments or share structure updates
- Organising board meetings and Annual General Meetings (AGMs), including issuing proper notice and keeping minutes
- Advising directors on compliance with the Companies Act 2006 and the company’s articles of association
- Supporting communication between directors, shareholders, and regulatory bodies
Although a company secretary may carry out many compliance-related tasks, Companies House makes it clear that the legal responsibility for filings and accuracy remains with the directors.
Key Differences Between a Director and a Company Secretary
- Legal responsibility: Directors hold ultimate legal responsibility for the company; secretaries support but do not replace this responsibility (Companies House guidance)
- Function: Directors make strategic and operational decisions; company secretaries handle governance and administrative processes
- Requirement: Directors are mandatory for all companies; a company secretary is only required for PLCs under the Companies Act 2006.
Who Can Be a Company Secretary?
For private limited companies, there are no strict qualification requirements. Companies House confirms that:
- A company secretary can be an individual or a corporate entity
- A director can also act as the company secretary
- The role can be filled by any person considered capable by the directors
However, for public limited companies, the Companies Act 2006 requires the secretary to have appropriate knowledge and experience. This may include:
- Membership of a recognised professional body (such as accounting or legal institutions)
- Previous experience in company administration or governance roles
Role of HMRC in Company Compliance
While Companies House oversees company registration and filing obligations, HM Revenue & Customs is responsible for tax compliance. HMRC guidance confirms that company directors must:
- Register the company for Corporation Tax
- File Corporation Tax returns (CT600)
- Pay Corporation Tax within the required deadlines
- Maintain accurate accounting records to support tax filings
Failure to meet these obligations can result in penalties, for which directors may be held accountable.
