When building a high-growth business, it's easy to focus entirely on product, customers, and fundraising - whilst governance and compliance get pushed to the bottom of the priority list. It's understandable. After all, nobody starts a company because they're passionate about statutory registers or Companies House filings.
But here's what we've learned from advising businesses at every stage: the companies that get governance right early are the ones that scale fastest and secure investment most successfully.
If you're wondering what a Company Secretary actually does, whether you need one, and how the role has evolved for modern UK companies, this guide will give you everything you need to know.
What Is a Company Secretary?
A Company Secretary is far more than an administrative role. In practice, they're your governance partner, ensuring your business stays legally compliant whilst you focus on growth.
Think of the Company Secretary as the bridge between your board, your shareholders, and the legal framework your company operates within. They handle everything from statutory filings and board meeting management to constitutional documents and shareholder communications.
For public companies, the role remains mandatory under UK law. For private companies, it's been optional since 2008, but as we'll explore, that doesn't mean you should skip it.
The Legal Framework: Public vs Private Companies
Public Companies: Still Mandatory
If your company is listed on a stock exchange (or planning to be), appointing a Company Secretary isn't optional, it's a legal requirement under the Companies Act 2006.
Public companies face significantly more regulatory scrutiny, ongoing listing obligations, and corporate governance requirements. The Company Secretary ensures compliance with:
- Listing Rules and regulatory disclosures
- UK Corporate Governance Code standards
- Companies House statutory obligations
- Financial reporting and annual return requirements
- Shareholder communications and meeting procedures
For FTSE-listed businesses, the Company Secretary often sits at the heart of the organisation, advising the board on governance matters, managing relationships with regulators, and ensuring every action the company takes is properly documented and compliant.
Private Companies: Optional but Strategic
Since 2008, private companies in the UK haven't been legally required to appoint a Company Secretary. But here's the reality: the function hasn't disappeared, cit's just been redistributed.
Someone still needs to:
- File your annual confirmation statement
- Maintain statutory registers
- Draft board minutes and resolutions
- Ensure constitutional documents align with shareholder agreements
- Manage share issues, transfers, and capital restructuring
- Navigate Companies House requirements
The question isn't whether these functions need doing - they absolutely do. The question is whether you want to:
- Handle them yourself (pulling focus from your actual business)
- Delegate to an already-overstretched finance or operations person
- Bring in professional company secretarial expertise
For growth companies, option three isn't just about compliance, it's about creating the governance infrastructure that makes you attractive to investors and ready to scale.
What Does a Company Secretary Actually Do?
1. Statutory Compliance & Filing
At its most basic level, the Company Secretary ensures you never miss a Companies House deadline or regulatory obligation:
- Annual confirmation statements
- Accounts filing
- Changes to directors, shareholders, or company structure
- PSC (Persons with Significant Control) register maintenance
- Statutory register management
Why it matters: Missing deadlines can result in automatic penalties (£150+), potential director disqualification, and reputational damage. More importantly, investors conducting due diligence will flag poor corporate housekeeping as a red flag.
2. Board Meeting Management
The Company Secretary organises and documents your board meetings, ensuring they're conducted properly and decisions are recorded correctly:
- Preparing meeting agendas and board papers
- Taking detailed minutes that accurately reflect decisions
- Tracking action items and follow-ups
- Ensuring quorum requirements are met
- Managing conflicts of interest
Why it matters: When you're raising investment or preparing for an exit, buyers will scrutinise your board minutes. Well-documented decision-making demonstrates professionalism and protects directors.
3. Constitutional Document Management
Your Articles of Association and Memorandum aren't just formation paperwork—they're the legal foundation of your company. The Company Secretary ensures these documents:
- Reflect your actual governance structure
- Align with shareholder agreements
- Support your funding strategy
- Can be amended when needed (e.g., creating new share classes for investors)
Why it matters: We've seen investment rounds delayed by months because a startup's Articles didn't accommodate the investor's preferred share structure. Getting this right from day one saves enormous headaches later.
4. Shareholder Management
As your company grows and your cap table becomes more complex, the Company Secretary manages:
- Share certificates and transfers
- Dividend payments and documentation
- Shareholder resolutions and voting
- Communications with shareholders
- General meetings (AGMs/EGMs)
Why it matters: Professional shareholder management builds confidence with investors and makes future fundraising smoother.
5. Corporate Actions & Transactions
Whether you're raising a funding round, issuing options, or restructuring your share capital, the Company Secretary handles the legal mechanics:
- Share issues and allotments
- Share buybacks
- Capital reductions or increases
- Rights issues and bonus issues
- Company restructuring
Why it matters: These actions have significant legal and tax implications. Getting them wrong can create problems that are expensive to fix.
6. Governance Advisory
Beyond the administrative work, an experienced Company Secretary advises your board on:
- Corporate governance best practices
- Directors' duties and responsibilities
- Regulatory changes affecting your business
- Board effectiveness and decision-making procedures
Why it matters: Good governance isn't about bureaucracy... it's about creating clear accountability, managing risk, and making better decisions as you scale.
Why Startups and Growth Companies Need Professional Company Secretarial Support
"We're too small for a Company Secretary"
This is the most common objection we hear, and it's understandable. When you're a three-person startup operating from a co-working space, formal governance can feel premature.
But consider this: the companies that secure institutional investment aren't the ones that figure out governance when they need to raise. they're the ones that built it in from the start.
What investors look for:
- Clean cap tables with proper documentation
- Constitutional documents that accommodate investment structures
- Well-maintained statutory records
- Professional board procedures
- Evidence of good corporate hygiene
Getting this right doesn't require a full-time Company Secretary. It requires someone who knows what they're doing to set up your structures properly and maintain them as you grow.
"Our accountant handles all this"
Many startups rely on their accountant to manage company secretarial functions alongside the books. Whilst accountants are excellent at financial matters, company secretarial work is a distinct skillset requiring deep knowledge of:
- Company law and corporate governance
- Constitutional documents and shareholder structures
- Listing requirements (for companies planning to go public)
- Board procedures and directors' duties
An accountant filing your confirmation statement is fine. An accountant drafting shareholder resolutions for a complex funding round? That's where specialist expertise becomes critical.
"We'll sort it out when we need to raise money"
By far the most expensive approach. We regularly see companies delay fundraising by 3-6 months because they need to:
- Reconstruct missing board minutes
- Fix misaligned constitutional documents
- Correct errors in statutory registers
- Resolve cap table discrepancies
- Complete historical filings
Investors won't proceed until these issues are resolved. The opportunity cost alone, let alone the professional fees for urgent remedial work, far exceeds the cost of doing it right from the beginning.
The Company Secretary in a Modern Growth Company
The role has evolved significantly in recent years. Whilst statutory compliance remains foundational, modern Company Secretaries increasingly focus on:
Strategic Governance
Beyond box-ticking, they help boards make better decisions by:
- Designing governance frameworks that support rapid growth
- Facilitating board effectiveness reviews
- Managing stakeholder relationships
- Advising on ESG (Environmental, Social, Governance) matters
Growth Enablement
Rather than being a blocker, the Company Secretary should accelerate your growth by:
- Structuring equity incentive schemes that attract talent
- Managing investor relations and shareholder communications
- Coordinating due diligence processes for fundraising
- Supporting M&A activity
Risk Management
Identifying and managing corporate risks before they become problems:
- Ensuring directors understand their duties and liabilities
- Managing conflicts of interest
- Overseeing compliance with sector-specific regulations
- Coordinating with external legal counsel when needed
When Should You Appoint a Company Secretary?
There's no one-size-fits-all answer, but consider professional company secretarial support when:
You're Planning to Raise Institutional Investment
Venture capital and private equity investors expect professional governance. Appoint (or engage) a Company Secretary at least 6 months before you plan to raise.
Your Cap Table Is Getting Complex
Once you have multiple share classes, option schemes, or more than 5-10 shareholders, professional management becomes essential.
You're Approaching a Liquidity Event
Whether that's an acquisition, secondary sale, or IPO, you'll need pristine corporate records and documentation. Start 12+ months before.
Your Board Wants to Focus on Strategy
If your founder-directors are spending time on Companies House filings instead of building the business, it's time to delegate.
You're in a Regulated Sector
If you operate in financial services, healthcare, or other regulated industries, professional company secretarial support isn't optional, it's essential for compliance.
Company Secretary vs General Counsel: What's the Difference?
This question comes up frequently, especially as companies scale.
Company Secretary:
- Focuses on corporate governance, compliance, and board support
- Manages statutory obligations and corporate housekeeping
- Often handles routine corporate legal matters
- Ensures the company's internal processes are sound
General Counsel:
- Provides legal advice across the business
- Handles commercial contracts, employment law, IP, disputes
- Manages external legal counsel
- Focuses on strategic legal issues
In practice, there's significant overlap and many companies have their General Counsel also serve as Company Secretary, or vice versa. The key is ensuring someone with appropriate expertise is managing the corporate governance function effectively.
Chartered Secretary: What It Means
Not all Company Secretaries are equal. The Chartered Secretary designation (awarded by the Chartered Governance Institute UK & Ireland) represents:
- Rigorous professional qualification in company law and governance
- Ongoing professional development requirements
- Adherence to professional codes of conduct
- Deep expertise across corporate governance, compliance, and company law
For listed companies, Chartered Secretaries are the gold standard. For growth companies, engaging a Chartered Secretary ensures you're getting qualified expertise, not someone who's learned on the job.
Outsourcing vs In-House: What Makes Sense?
Outsourced Company Secretarial Services
Best for: Startups, scale ups, and SMEs (up to £50m+ revenue)
Advantages:
- Professional expertise without full-time hire
- Flexible engagement (project-based or ongoing)
- Immediate access to specialists
- Scalable as your needs grow
- Cost-effective for companies not requiring daily support
Typical cost: £2,000-10,000+ per year depending on complexity
In-House Company Secretary
Best for: Large corporates, listed companies, highly regulated businesses
Advantages:
- Embedded in the organisation
- Available for daily queries and issues
- Deep company-specific knowledge
- Can take on broader governance roles
Typical cost: £60,000-150,000+ per year for qualified professionals
For most growth companies, outsourced support is the smart choice. You get qualified expertise when you need it, without the overhead of a full-time hire.
Red Flags: Signs Your Company Secretarial Function Isn't Working
Watch for these warning signs:
- Missed deadlines: Late confirmation statements or accounts filings
- Poor documentation: Missing board minutes or incomplete records
- Confusion about authority: Uncertainty about who can sign on behalf of the company
- Investor concerns: Due diligence highlighting governance gaps
- Reactive approach: Only dealing with issues when they become urgent
- Lack of clarity: No one clearly responsible for company secretarial matters
If any of these sound familiar, it's time to upgrade your approach to governance.
The Bottom Line
In 2026, successful growth companies don't see governance as an administrative burden... they see it as competitive advantage.
The right Company Secretary doesn't slow you down with unnecessary bureaucracy. They accelerate your growth by:
- Removing obstacles to fundraising and exits
- Protecting directors from personal liability
- Building investor confidence through professional governance
- Freeing up founder time to focus on the business
- Creating the infrastructure needed to scale
Whether you need full ongoing support or strategic guidance at key inflection points, professional company secretarial expertise should be part of your growth plan, not an afterthought.
Need Expert Company Secretarial Support?
At London CoSec, we specialise in providing Chartered Secretary expertise to growth companies at every stage, from formation to IPO.
Whether you need someone to set up your governance foundations properly, support a funding round, or provide ongoing company secretarial services, we combine deep technical expertise with a practical understanding of what fast-growing businesses actually need.
Get in touch: contact@londoncosec.com
About the Author
Lysandros Lysandrides is a Chartered Secretary and qualified lawyer with over 20 years of experience advising FTSE-listed companies, venture-backed startups, and private businesses on company secretarial matters and corporate governance. He is the founder of London CoSec and a member of the Chartered Governance Institute UK & Ireland.
