This year, you may be preparing your business for new investment, scaling quickly, or looking for ways to improve operational efficiency. A crucial part of this is your company’s secretarial governance. This is where you can demonstrate that your statutory records, filings and legal structure are accurate, compliant and properly maintained.
Following a conversation with Sophie Neill, a qualified Company Secretary, we’ve pulled together practical insights on why the role matters, what often goes wrong, and how founders can protect themselves and their businesses.
What company secretarial governance is (and what it isn’t)
There’s a common misconception that a company secretary (Co Sec) is simply an administrator or a glorified PA.
However, this formal role is central to legal compliance.
It’s about ensuring your company complies with UK company law, keeps its statutory records accurate, and files the correct information on time.
It’s also very different from the role of a director.
- Directors are legally responsible for running the company in the best interests of shareholders.
- A Company Secretary ensures the company is obeying the rules that allow directors to do that legally and safely.
Although the Companies Act 2006 removed the requirement for private limited companies to formally appoint a Co Sec, the regulatory environment has become so complex that, as Sophie puts it, “every company should have one.”
The most common governance mistakes
The assumption that Companies House filings are “easy” or “just paperwork” is one of the most damaging mistakes businesses can make. Many try to complete documentation themselves, only to create bigger problems later.
Sophie pinpoints the following two areas as the most likely to cause the most trouble:
- Share transactions where forms are often completed incorrectly.
- PSC (Person of Significant Control) records are one of the most misunderstood requirements, especially where overseas ownership is involved.
Both issues can be complicated, highly regulated, and, if done incorrectly, very difficult to unravel.
Why good governance matters (and why it’s more than avoiding fines)
Sophie describes the role of being a Company Secretary as being like a “policeman in the business, making sure that everyone is obeying the rules.”
She points out that Companies House is becoming more vigilant, and poor record-keeping can lead to letters, penalties, and unnecessary stress.
But she also says there are many positive benefits to ensuring good governance. If a business has well-maintained records, everything can become much easier, including
- Opening or switching bank accounts
- Securing loans or financing
- Buying equipment or assets
- Day-to-day commercial transactions
- Preparing for investment or sale
Why startups should prioritise company secretarial support early
It might feel unnecessary to think about governance when you’ve only just incorporated. But Sophie tells us that as soon as you bring on additional directors, issue shares, or accept investment, things can quickly become more complex.
Sophie reminds us that the following Companies House requirements always need to be correct:
- Your registered office needs to comply with legislation in terms of suitability.
- Company details for directors need to be checked to ensure all address and personal details need to be accurate and filed at Companies House.
- Share capital details need to be correct, and the company must comply with PSC (Person with Significant Control) legislation.
- Annual Filings, including confirmation statement and accounts, need to be filed correctly and on time. Fines will result from late filing of accounts and shortly, Companies House will begin to introduce fines for late filed confirmation statements.
At LegalEdge, we can manage all of this on your behalf. Get in touch to find out more information.
