UK Company Secretary: Is It Still Required in 2026 and What Does It Do After ECCTA

When discussing British company structure, the Company Secretary is one of the most misunderstood roles for Italian entrepreneurs. There is no direct equivalent in Italian company law, the name evokes a simple administrative role, and many assume — incorrectly — that it is irrelevant to small LTDs managed by non-residents. In reality the Company Secretary is a corporate governance officer with specific and well-defined functions, and understanding when one is mandatory, what they do and how the role changed after ECCTA 2023 is important for anyone managing a company in the United Kingdom.

What is the Company Secretary and what do they do

The Company Secretary is a corporate officer of the British company — alongside the director — with responsibility for ensuring the company complies with the legal and administrative obligations provided for by the Companies Act 2006 and related legislation. This is not a secretary in the administrative sense: it is the person responsible for statutory compliance and formal governance.

The main functions of the Company Secretary include:

Companies House filings

• Preparation and filing of the annual confirmation statement
• Filing of annual accounts
• Updating the registers of members, directors and the PSC register
• Notification of company changes via the appropriate Companies House forms

Management of company meetings

• Convening and organising board meetings and shareholder meetings
• Drafting and retaining minutes of meetings
• Managing written resolutions as an alternative to formal meetings

Maintenance of mandatory statutory registers

• Register of Members
• Register of Directors
• Register of Directors' Interests
• PSC Register
• Register of Charges (where applicable)

Official communications

• Management of official correspondence with Companies House, HMRC and other bodies
• Transmission to shareholders of mandatory company communications

Governance and compliance

• Verifying that Articles of Association are respected in company decisions
• Supporting the board in managing conflicts of interest
• Maintaining company documentation in an orderly and accessible manner

Is it mandatory for a UK LTD?

This is the most frequent question — and the answer depends on the type of company.

For Private Limited Companies (LTD)
No. Since the Companies Act 2006, private limited companies are no longer required to appoint a Company Secretary. Before 2006 it was mandatory for all companies; the reform removed the obligation for private LTDs, retaining it only for listed companies and PLCs.

This means the vast majority of LTDs managed by non-resident Italian entrepreneurs have no legal obligation to appoint a Company Secretary. The functions traditionally within their remit therefore fall to the director.

For Public Limited Companies (PLC)
Yes. PLCs are still legally required to appoint a qualified Company Secretary. Qualification requirements include: membership of a recognised professional body (e.g. ICSA/Chartered Governance Institute), being a qualified solicitor or barrister, being a qualified accountant, or having experience as a Company Secretary of a PLC for at least 3 of the 5 years preceding appointment.

Changes introduced by ECCTA 2023

The Economic Crime and Corporate Transparency Act 2023 introduced significant changes that have indirectly redefined the role and relevance of the Company Secretary even for private LTDs.

Mandatory identity verification for company officers
From 18 November 2025, all directors and PSCs must verify their identity with Companies House. If a LTD appoints a Company Secretary, they too become an officer subject to the same identity verification obligations — a factor to consider in the appointment decision.

Expanded Companies House powers
ECCTA gave Companies House significantly expanded powers to verify the accuracy of information in the register, request supporting documentation for notified changes and challenge manifestly inaccurate information. This has increased the complexity of formal compliance obligations — making it more relevant to have a dedicated person managing compliance.

Strengthened transparency requirements
The new rules require greater accuracy and timely updating of all company information. The role of whoever manages these obligations — whether a formally appointed Company Secretary or the director performing those functions — has become more demanding.

Registered office reform
The appropriate address obligation for the registered office — introduced by ECCTA — has made active management of official correspondence more important, which is traditionally one of the responsibilities of the Company Secretary or whoever performs those functions.

Company Secretary vs Director: what is the difference

A common confusion is between the Company Secretary role and that of the director. They are distinct figures with different responsibilities:

The same person can hold both roles — but in a LTD with a sole director, it is more common for the director to perform Company Secretary functions without a formal appointment.

When it makes sense to appoint a Company Secretary

Although not mandatory for private LTDs, there are situations where appointing a Company Secretary — or delegating those functions to a professional provider — is advisable:

Companies with multiple shareholders or complex structures
When there are multiple shareholders with different rights, potential disputes or elaborate governance structures, having a dedicated person managing registers and minutes reduces the risk of errors and challenges.

Non-resident directors with limited time
For an Italian director managing the company from Italy, the formal obligations with Companies House — confirmation statement, register updates, change notifications — require familiarity with UK law and rapid response times. Delegating them to a professional Company Secretary or corporate services provider is often more efficient.

Companies with regulated activities or institutional investors
Companies operating in regulated sectors or that have received institutional investment often require more formal governance, with detailed minutes, documented decision-making procedures and professional management of compliance obligations.

PLCs or pre-IPO companies
For companies intending to list or that already have PLC status, appointing a qualified Company Secretary is mandatory and requires careful selection.

How to appoint a Company Secretary in a UK LTD

If the decision is made to appoint a Company Secretary, the procedure is straightforward:

1. The board approves the appointment via a board resolution
2. The Company Secretary formally accepts the appointment
3. The appointment is notified to Companies House via form AP03 (for individuals) or AP04 (for legal entities) within 14 days
4. The Company Secretary completes ECCTA identity verification if not already done
5. The Company Secretary's name appears in the public Companies House register

Removal of a Company Secretary follows a similar procedure via form TM02.

Who can be appointed Company Secretary of a private LTD
For private LTDs there are no formal qualification requirements — anyone can be appointed, including a non-resident. For PLCs the stringent qualification requirements described above apply.

Company Secretary as a professional service

For many UK LTDs managed by non-residents, the most practical solution is not to appoint an individual as Company Secretary, but to engage a corporate services provider to perform these functions professionally and continuously. This is the most common approach in the UK business services market.

A professional provider such as UConsulting can perform Company Secretary functions as part of a company management service, handling: confirmation statement filing, statutory register updates, meeting minutes preparation, Companies House notification management and official correspondence handling.

This approach offers three main advantages: specific expertise in UK company law, rapid response to deadlines, and a professional point of reference for the company's formal governance — without the costs and complexity of a formal appointment.

Common mistakes to avoid

• Appointing a Company Secretary without notifying Companies House — the appointment must be registered via form AP03 within 14 days
• Confusing the Company Secretary with the director — they are distinct roles with different responsibilities, even when held by the same person
• Assuming the absence of a formal Company Secretary exempts the LTD from compliance obligations — those functions remain mandatory and fall to the director
• Failing to update the Company Secretary register at Companies House when there is a change — the amendment must be notified within 14 days
• Not considering the ECCTA identity verification obligation for an appointed Company Secretary — this officer is also subject to the obligations introduced in November 2025

FAQ

Does a UK LTD need a Company Secretary?
No. Since the Companies Act 2006, private limited companies are no longer required to appoint a Company Secretary. The obligation remains only for Public Limited Companies (PLCs). For private LTDs the appointment is optional — but the functions typically performed by the Company Secretary remain mandatory and fall to the director in their absence.

What happens if a LTD has no Company Secretary?
The statutory compliance functions — confirmation statement filing, register updates, Companies House notification management — must still be performed. In the absence of a formally appointed Company Secretary, responsibility falls to the director. There are no specific penalties for failing to appoint a Company Secretary in private LTDs.

Can the Company Secretary be a non-resident?
Yes. For private LTDs there are no residence or nationality requirements for the Company Secretary. Anyone can be appointed — including a non-resident or a legal entity. For PLCs specific qualification requirements apply.

What is the difference between the Company Secretary and the director in a UK LTD?
The director is responsible for the strategic and operational management of the company and has broad fiduciary duties towards it. The Company Secretary is responsible for formal statutory compliance — registers, notifications, minutes. A director can perform Company Secretary functions without formal appointment. In a LTD with a sole director-shareholder, the director typically manages both roles.

Can a corporate services provider perform Company Secretary functions?
Yes. This is very common practice in the UK market. A professional provider can be formally appointed as Company Secretary of the company or can perform these functions as part of a broader company management service. In both cases it provides specific expertise, rapid response to deadlines and professional management of formal compliance.