Roles within a Company
Anyone can be a company director but generally it is up to the members to appoint the people they believe will run the company well on their behalf.
The only restrictions that prevent anyone becoming a director are that they must not have been disqualified from acting as a company director and that they must not be an undischarged bankrupt.
Every company director has a personal responsibility to deliver statutory documents to the Registrar of Companies as and when required. These include in particular accounts, annual returns, appointment and termination of appointments of directors and secretaries, change of personal details or change of registered office.
The Registrar of Companies can prosecute a director of a company for not submitting these documents on time. This is a criminal offence and upon conviction the court can fine a director up to £5,000 for each offence.
There is a separate, civil penalty imposed on the company for the late filing of accounts.
If a company files its accounts with the Registrar of Companies late, the company will automatically incur a ‘late filing penalty’, the amount depends upon how late the accounts arrive and whether the company is private or public.
Ultimately non-compliance can lead to the company being struck off the register.
While the legislation does not generally specify the role of the company secretary, the company secretary might normally undertake the following duties:
(a) Maintaining the statutory registers
(b) Ensuring that the company files statutory information promptly
(c) Providing members and directors with notice of meetings
(d) Providing members with proposed written resolutions and auditors with any passed resolutions
(e) Sending copies of resolutions and agreements to the Registrar of Companies
(f) 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
(g) Keeping of copies of all members’ resolutions (passed other than at general meetings), and minutes of all
proceedings and general meetings
(h) Ensuring that people entitled to do so can inspect company records
(i) Custody and use of the company seal
As the secretary is an officer of the company, they may be criminally liable for defaults committed by the company – For example failure to file any change in the details of the company’s directors.
Any change of a company’s directors or secretaries must be notified to the Registrar of Companies:
•Form 288a is for the appointment of an officer
•Form 288b is for the termination of an officer’s appointment (resignation, removal, death etc.); and
•Form 288c is for a change in details of an officer, for example, a change of name or new residential address.
You must submit all changes to directors’ and secretaries details within 14 days of the change or the company will be liable to a late penalty fee.