What’s the Difference Between Company Director and Company Secretary?

Forming a limited company is a reasonably straightforward process for the prepared, as we’ve documented on here before. All the same it’s one we can help out with often and we’re used to fielding questions, and perhaps one of the most understandable of those questions is the difference between a company director and a company secretary. So what’s the difference, who has which responsibilities, and what powers if any do they hold?

The Company Secretary

Let’s begin by clearing up one of the sources of confusion; a company secretary is also often one of the directors picking up a key responsibility. They can also be external to the business if their skills are not found inside it or if those with the relevant skills inside the business simply don’t have time, because the key responsibilities of the company secretary include ensuring that the business can show compliance with all relevant legislation and with all terms laid out in its own Articles of Association. This typically includes overseeing the accuracy of accounts and tax reports submitted to HMRC. The company secretary also acts as a liaison between directors and shareholders, ensuring shareholders have access to relevant information in a timely manner. It will usually fall to the company secretary to organise general meetings and ensure that key stakeholders are informed and coordinated. All of this ultimately stems from the secretarial duties associated with the position; a company secretary will either undertake or oversee record-keeping regarding all business-critical communications.

The Company Director

Company directors will typically have a much more hands-on role in the business. An effective company secretary gathers, compiles, and distributes information; an effective director acts, shaping the direction of the business, making key decisions, and so on. While the company secretary is responsible for ensuring compliance can be shown, the legal responsibility for actually doing so is in the hands of the directors. The final responsibility for information sent to Companies House being accurate also belongs here, which is why a director will often take the role of secretary as well.

Requirements for the Roles

As discussed above, anyone can take on the role of company secretary, including an accredited, trustworthy external organisation. Company directors must be 16 years old or older, and may not be disqualified or otherwise prohibited from being company directors. They also cannot be un-discharged bankrupts. If you’d like to discuss this further, or if you want support in forming your company, why not contact us and start the process?