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The
Company Secretary’s
Handbook
comp secretary hnbk TP 28/04/2004 10:02 Page 1
B U S I N E S S E N T E R P R I S E G U I D E
The
Company Secretary’s
Handbook
A Guide to Duties and
Responsibilities
3RD EDITION
HELEN ASHTON
RECOMMENDED BY
INSTITUTE OF DIRECTORS
BUSINESSS ENTERPRISE
THE
COMPANY SECRETARY’S
HANDBOOK
A guide to duties and responsibilities
BUSINESS ENTERPRISE GUIDE
THE
COMPANY SECRETARY’S
HANDBOOK
A guide to duties and responsibilities
Third edition
Helen Ashton
This book has been endorsed by the Institute of Directors
The endorsement is given to selected Kogan Page books which the IoD recognises as being of
specific interest to its members and providing them with up-to-date, informative and practical
resources for creating business success. Kogan Page books endorsed by the IoD represent the
most authoritative guidance available on a wide range of subjects including management,
finance, marketing, training and HR.
The views expressed in this book are those of the author and are not necessarily the same as
those of the Institute of Directors
While every care has been taken to ensure the accuracy of this work, no responsibility for
loss occasioned to any person acting or refraining from action as a result of any statement in
it can be accepted by the author or publisher.
Legal editor: Keith Hampton ACIS
First published in 1995
Second edition 2000
Third edition 2004
Apart from any fair dealing for the purposes of research or private study, or criticism or review,
as permitted under the Copyright, Designs and Patents Act 1988, this publication may only be
reproduced, stored or transmitted, in any form or by any means, with the prior permission in
writing of the publishers, or in the case of reprographic reproduction in accordance with the
terms and licences issued by the CLA. Enquiries concerning reproduction outside those terms
should be sent to the publishers at the undermentioned address:
Kogan Page Limited
120 Pentonville Road
London N1 9JN
The views expressed in this book are those of the author, and are not necessarily the same as
those of Times Newspapers Ltd.
© Helen Ashton 1995, 2000, 2004
The right of Helen Ashton to be identified as author of this work has been asserted by her in
accordance with the Copyright, Designs and Patents Act 1988.
British Library Cataloguing in Publication Data
ACIPrecord for this book is available from the British Library.
ISBN 0 7494 4119 4
Typeset by Saxon Graphics Ltd, Derby
Printed and bound in Great Britain by Creative Print and Design (Wales), Ebbw Vale
CCoonntteennttss
Introduction 1
1. Duties of a company secretary 5
2. Types of company 11
Public limited companies 12; Private limited companies 14;
Companies limited by guarantee 14; Other types of company 15;
The limits of liability 16
3. Formation of companies 19
Checking company names 19; How to check a name 20;
Incorporation 21; Buying a company off the shelf 23;
Memorandum and Articles of Association 24
4. Getting started 27
The registered office 27; Directors and secretaries 30; The first
allotments – subscriber shares 52; Company notepaper 52;
Opening a bank account 56; Selecting an accounting reference date 57;
Choosing an auditor 58
5. Corporate governance and day-to-day administration 59
Board meetings 59; Keeping the minutes 64; Statutory books and notices
to Companies House 65; Corporate governance 72
6. Keeping the statutory records 75
The registers – computer or manual 78; Security 79
7. Annual routines 81
Accounts/financial statements 81; Annual general meeting 84; Annual
return forms 86
vi Contents
8. Extraordinary events 89
Resolutions 89; Board changes 93; Share transactions 94;
Dividends 96; Registration of mortgages and charges 98; Resolving
to change the company name 99; Changing Memorandum and Articles
of Association 99; Changing auditors 102
9. Dissolution 105
Dissolution of a dormant company 105
Appendices
Appendix 1. Copies of Companies House forms referred to
in the text 109
Appendix 2. Useful addresses 153
Appendix 3. Deregulation of private companies 155
Bibliography 157
Index 159
Introduction
This is a practical handbook to help the newly appointed company
secretary of a private limited company. It is designed as an introduc-
tion to the basic aspects of compliance required by the Companies Act
1985 (as amended by the Companies Act 1989). The references to the
obligations of listed plcs are primarily to illustrate both models for
good practice and matters that may impact on some private compa-
nies, especially if they are part of a listed group.
The main responsibilities of the company secretary are outlined
together with the core duties. Record keeping and statutory compli-
ance are subject to inspection by people outside the company and by
regulatory bodies. Automatic penalties are now imposed by
Companies House when company accounts are filed late. This guide is
designed to help you avoid the omissions which are now subject to
strict liability. For example, failure to file accounts by the due date will
lead to a penalty which is automatic rather than discretionary. Where
possible, checklists have been included to summarise the procedural
steps necessary to effect certain changes. Companies House Forms,
draft notices and resolutions have been included, by way of example,
to help ease the administrative burden.
Directors and secretaries of private limited companies may use
this guide when they do not have access to the services of a chartered
secretary or in-house lawyer. Residents’associations using a limited
company to hold the freehold of their property may find this a useful
reference work, as will some incorporated charities. As an introduc-
tion to company secretarial practice, it may also be useful for
