Do Small Companies Need a Company Secretary in the UK?
No. A small company doesn't need a company secretary in the UK, as long as it's a private limited company, which is what almost every small business is. The law looks at whether a company is private or public, not how small it is, so even a company with several directors and employees can run without one.
What doesn't go away is the work a secretary would do. If you don't appoint someone, it falls to you as a director. This guide explains when the rule changes, who does the work instead, and how to decide whether appointing someone is worth it.
In this guide
Is a Company Secretary a Legal Requirement for a Small Limited Company?
No. Under section 270 of the Companies Act 2006, a private company is not required to have a secretary. Public companies are the exception, and must appoint a secretary with the right knowledge and experience.
Size doesn't come into it. A "small company" in company law is an accounting classification and has no bearing on this rule. A private company with fifty staff can go without a secretary, while a public company must have one, however few people work there.
Not legally required: Exempt under Section 270 of the Companies Act 2006 regardless of size, revenue, or number of staff.
Mandatory by law: Must appoint a formally qualified secretary with relevant legal, governance or professional accounting experience.
When Would a Small Company Still Need One?
A small private company needs a secretary only if its own rules say so. That usually comes down to one of three things:
Your articles of association require one
Most companies use the model articles, which don't, but some bespoke articles do. You can usually find yours in your company's filing history on Companies House or in your incorporation documents.
An agreement asks for one
Some shareholders' agreements or lenders expect a named secretary, which is a contractual requirement rather than a legal one.
The company is a public company
Then the law requires it.
If none of these apply, appointing a secretary is a choice, not an obligation.
Who Does the Work if You Don't Have a Company Secretary?
The directors do. Section 270 says that anything a secretary would do can be done by a director, or by someone the directors authorise. In a single director company, that means you.
In practice, the work includes:
- Filing the annual confirmation statement
- Keeping the registers of directors, members and people with significant control up to date
- Telling Companies House about changes, such as a new director or a change of address
- Providing your Companies House personal code with the confirmation statement, now that identity verification is a legal requirement for directors
These tasks sit alongside your wider duties as a director, which we cover in our guide to the responsibilities of a company director in the UK.
Can a Director Also Be the Company Secretary?
Yes. Nothing in the Companies Act stops a director from also acting as the secretary of a private company, and in many small companies that's exactly what happens.
The roles are still separate. A director runs the business and owes duties to the company, while a secretary handles compliance and records. If you hold both, keep track of which hat you're wearing for each task. Our guide to what a company secretary is covers the role in more detail.
What Happens if Nobody Does the Work?
Missed filings carry real consequences, even when the cause is simply that nobody thought it was their job. Failing to file a confirmation statement is an offence, and a company that keeps ignoring its filings can eventually be struck off the register.
Should a Small Company Appoint One Anyway?
It's worth considering if the admin is more than you can reliably keep on top of, but it isn't necessary for a simple company run by one director. What a secretary or service provider really gives you is reliability, and clarity about who is responsible.
Appointing someone makes more sense when:
- There are several directors or shareholders, and share changes happen
- You're working with investors or lenders who expect formal records
- You don't want a missed deadline to depend on your own diary
Handling it yourself is usually fine with one director, a simple structure and a good handle on the deadlines. Your options come down to three routes:
| Option | Best for | Trade off |
|---|---|---|
| Director does it | Single director companies with simple structures | All responsibility stays with you |
| Appoint a company secretary | Companies wanting a named person responsible | Cost, and managing the appointment |
| Use a company secretarial service | Directors who want the work done without hiring | An ongoing fee, and the directors still answer for compliance |
The difference between the last two is easy to blur, so we've explained it in our guide to company secretary vs company secretarial service. If cost is what you're weighing up, see our breakdown of company secretary cost, and our comparison of company secretarial firms in Bristol covers local providers.
We're based in Bristol and work with contractors, sole traders, landlords and small limited companies on a fixed fee basis. For most of our clients the company secretarial work is routine, a confirmation statement and up to date registers, so we handle it alongside their accounts and tax rather than as a separate service.
Frequently Asked Questions
Final Words
So, do small companies need a company secretary in the UK? Not by law, as long as the company is private and its articles don't say otherwise. The work still has to be done, and the directors are the ones responsible for it, now including identity verification at the next confirmation statement.
Whether you handle it yourself or hand it over comes down to how simple your company is and how much risk you're comfortable carrying. If you'd like company secretarial work handled alongside your accounts and tax, take a look at our company secretarial services.
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