Understanding the duties and responsibilities of company directors and secretaries is often misunderstood, with guidance often rife with confusion.

UK companies that appoint directors and secretaries have distinct legal duties to fulfil, as well as practical considerations to bear in mind. This short guide will clarify exactly what directors and secretaries are obligated to do, to avoid any further confusion.

What Are the Main Duties of a Company Director?

All public and private limited companies must appoint at least one director by law. Often, company founders become the first directors, but this isn’t always the case.

Directors have a range of legal, fiscal, and administrative duties:

• Setting company strategy and objectives – Directors are responsible for mapping the overall direction of a company and must abide by its stipulated rules in its article of association.
• Making major business decisions – Any significant choices that can impact things like operations, budgets or staff must be made by directors.
• Statutory reporting – Submitting correct, timely financial statements, tax returns and annual confirmation statements, as well as corporation tax if applicable.
• Shareholder engagement – Directors serve as the link between shareholders and the company, updating investors on performance.
• Regulatory compliance – Ensuring the business always meets all legal and regulatory requirements.

Directors can hire people to manage some of these higher-level business responsibilities, such as bookkeepers and accountants. The specific tasks will vary depending on whether it is a single-director company or a larger enterprise with multiple directors focusing on different areas.

All UK company directors must provide a correspondence address in the UK which, along with their names and personal information, will be made available on Companies House.

What Are the Main Duties of a Company Secretary?

A company secretary has more of an administrative role, supporting the director(s). Contrary to popular belief, you do not need to appoint a company secretary in a private limited company, however, some directors use them as a way to delegate some of the director’s responsibilities.

A company secretary can also be listed as a director but cannot be legally classed as an auditor or an ‘undischarged bankrupt,’ in the case of insolvency.

While day-to-day secretary duties will vary depending on appointment and director jurisdiction, a secretary can be typically found completing the following duties:

• Manage company records and registers – Keeping statutory books and registers updated, including details of shares, members, and directors.
• Filing documents – Submitting forms and returns to Companies House and HMRC.
• Arranging meetings – Planning shareholder meetings and board meetings, creating reports and taking minutes.
• Advising on governance – Guiding directors on best practices and regulatory compliance.
• Share transfers and issued share capital – Recording the issue and transfer of shares.

As said above, secretaries can also be registered directors, so by extension, can fulfil some typical director responsibilities. However, as a guide, the secretary generally maintains important company records, advises directors on appropriate policies and procedures, and ensures necessary filings and reporting take place by the stipulated deadlines.

Director vs. Secretary – Summing Up the Differences

While directors and secretaries work closely together, their primary duties can be summarised as:

• Directors focus on high-level business strategy and decisions.
• Secretaries handle more day-to-day administrative tasks and compliance procedures.

Put simply, the director maps the route while the secretary makes sure they stay on the road. Understanding where these vital roles intersect and differ is key for anybody looking to start a private or public limited company.

Director Services and Secretarial Functions from Hamlyns

We have helped company owners across all sectors navigate the complexities of appointing relevant personnel with the appropriate titles of director and secretary, if applicable.

If you are in the process of establishing a business and need expert, proactive guidance from a reputable chartered accountancy firm, we can provide tailored services including:

• Statutory accounts and tax returns
• Strategic planning
• Cash flow forecasting
• Budgeting and LPIs
• Corporation tax planning
• Succession planning

With decades of experience across a broad spectrum of business services, we have been entrusted by numerous UK companies and enterprises to handle multiple aspects of their accounting, formation, and secretarial tasks. For many directors, the reassurance they receive working with a trusted, reputable accountancy firm that can oversee numerous director-level responsibilities simultaneously is invaluable.

Contact us today to discover how our expert accounting services can empower your organisation and help you focus on achieving your long-term business goals.