Every company in the UK, whether a small Ltd or a listed Plc, must comply with the Companies Act - the 2006 Act (CA2006) includes some 1,300 sections and 16 schedules.
Only in small part modified by subsequent Acts - such as the Small Business, Enterprise and Employment Act 2015 - the CA2006 covers almost every facet of company law and represents therefore the most important piece of legislation for UK companies.
This is why it is so important to follow its prescriptions. This is why it is so important to be compliant.
Minutes of meetings, pre-emption rights, filings of returns, quorums, registers of members. These are just very few of the things to consider when administering a company. The things to know, and to check, before passing any resolution are multiple, with regard not only to the Companies Act per se but also to the company's Articles of Association - so often overlooked.
Who knows and takes care of this kind of matters? Beside corporate lawyers, who usually assist in complex situations or in very delicate proceedings, in ordinary matters company secretaries are the most suitable.
In private entities, regardless of whether it is officially appointed or not, a company secretary is typically involved in advising directors and consultants - i.e. accountants and tax advisers - on company procedures and good governance, in drafting official documents, including minutes of meetings, in preparing paperwork as needed and in filing documents with Companies House.
PLCs are obliged to appoint a company secretary, sometimes referred to as corporate secretary, who will be in charge for the additional duties and responsibilities in force for those type of entities. And in listed entities company secretaries will also provide guidance on the UK Corporate Governance Code.
Nowadays, more and more firms prefer to outsource the company secretarial function as this allows them to benefit from the required competence and the flexibility that only an external consultant can offer.
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