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Here is some information that we hope may be of assistance to existing and prospective clients as regards company directors and secretary.

The comments in this section are meant as a guide only and should be read in conjunction with the relevant legislation.

open/close buttonCompany Director - Generally

Generally it is up to the members of a company to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are:

  • the person must not have been disqualified by a court from acting as a company director (unless he or she has been given leave (permission) to act by a court for a particular company) ;
  • the person must not be an undischarged bankrupt (except with leave of the court) ;
  • in Scotland, anybody under the age of 16
open/close buttonCompany Director - Duties

Every company director has a personal responsibility to ensure that statutory documents are delivered to the Registrar as and when required by the Act. In particular:

  • accounts (only for limited companies) ;
  • annual returns (Form 363) ;
  • notice of change of directors or secretaries or in their particulars (Forms 288a/b/c) ; and
  • notice of change of registered office (Form 287)
open/close buttonCompany Director - Corporate Director

Sometimes it is necessary to appoint a ‘Corporate Director', perhaps upon formation of the company, or in instances where there are no members of a 'residents' management company willing or able to take up the position. In such instances Amber Management may be installed as a 'Corporate Director'.

We will always use our best endeavours to encourage shareholders/members of client companies to take on the role of director, supporting them in that role and offering guidance and advice where appropriate.

If you are a shareholder/member of a company wishing to make a move away from your present managing agent, but are uncertain as to how this may be achieved because, perhaps, your present managing agents have not handed responsibilities over to 'residential control', you may wish to consider seeking our advice on how this may be accomplished.

open/close buttonCompany Director - Further Guidance

Further guidance on the role and duties of company directors may be found by following this link which will take you to the Companies House website.

open/close buttonCompany Secretary - Generally

Good practice would seem to indicate that whilst a secretary need not hold any particular qualifications, the directors of any company should ensure, as far as reasonably possible, that the secretary, or each joint secretary, is a person who appears to them to have the proper knowledge and experience to carry out the functions of company secretary.

open/close buttonCompany Secretary - Duties

The company secretary does not hold any special powers but is allowed to sign most but not all of the statutory forms required to be submitted and filed with Companies House.

The company secretary usually undertakes the following duties: 

  • Maintaining the company’s statutory registers;
  • Ensuring that statutory forms are filed promptly;
  • Providing members and auditors with notice of meetings;
  • Sending the Registrar copies of resolutions and agreements;
  • Supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings - also copies demanded by anyone under section 239 of the Act;
  • Keeping, or arranging for the keeping, of minutes of directors' meetings and general meetings;
  • Ensuring that people entitled to do so can inspect company records;
  • Custody and use of the company seal.

As the secretary is an officer of the company under section 744 of the Act, the secretary may be criminally liable for defaults committed by the company. For example failure to file - in the time allowed - any change in the details of the company's directors and secretary, and the company's annual return.

open/close buttonCompany Secretary - Corporate Secretary

Sometimes it is necessary to appoint a ‘Corporate Secretary’, perhaps where no members of a 'residents' management company are willing to take up the position, or there are non that are suitably adept, or simply to ensure continuity in dealing with statutory requirements through movement of members/shareholders.

Amber Management are appointed representatives of Amber Company Secretaries Limited, a company specifically incorporated to act as 'Corporate Secretary', with the aim of assisting directors on fulfilling their obligations in law, as they relate to the role of a director of the company.

Amber Company Secretaries Limited will have no special rights other than those that may be set out in any contract or conditions of appointment.

open/close buttonCompany Secretary - Further Guidance

Further guidance on the role and duties of the company secretary may be found by following this link which will take you to the Companies House website.