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Company Secretarial Services

Practical company secretarial support that keeps your business compliant and your directors focused on what matters.

Running a company comes with a long list of legal and administrative obligations. Confirmation statements, statutory registers, Companies House filings, board minutes, shareholder resolutions… the list goes on. Miss a deadline or file something incorrectly and you could face fines, penalties, or worse.

Our company secretarial services take this off your plate. Whether you need a full outsourced company secretary or occasional support with specific tasks, we’ll make sure your company stays compliant and your governance is in good shape.

Get a free, no-obligation chat with our corporate and commercial team, call us on 02920 829 100 or use our Contact us form.

Excellent rating by Review Solicitors | Ranked in Legal 500 and Chambers & Partners.


 

Why Company Secretarial Compliance Matters

Every UK company has legal obligations under the Companies Act 2006. Directors are personally responsible for making sure these are met. Get it wrong and you’re looking at late filing penalties, fines, and potentially even criminal liability in serious cases.

The problem is that most business owners didn’t start their company to spend time on administrative compliance. You’ve got customers to serve, staff to manage, and a business to grow. Company secretarial duties can easily slip down the priority list until something goes wrong.

That’s where we come in. Our company secretarial team handles the compliance so you can focus on running your business. We’ll keep your statutory records up to date, file everything on time, and flag any governance issues before they become problems.

If you’re spending too much time on company admin, or you’re not sure whether your records are in order, let’s talk.

Get a free, no-obligation chat with our corporate and commercial team, call us on 02920 829 100 or use our Contact us form.

 


 

What Does a Company Secretary Do?

A company secretary is responsible for the administrative and compliance side of running a company. While the role isn’t defined in detail by legislation, it typically covers:

Statutory filings – Making sure everything that needs to go to Companies House gets there on time and in the right format

Maintaining registers – Keeping the company’s statutory books accurate and up to date, including registers of members, directors, and persons with significant control (PSCs)

Corporate governance – Advising directors on their duties and helping the company comply with its legal obligations

Document management – Looking after important company documents like the certificate of incorporation, articles of association, and share certificates

For public companies, having a qualified company secretary is a legal requirement. Private companies don’t have to appoint one, but many do because it takes a significant burden off the directors and reduces the risk of compliance failures.

Even if you don’t formally appoint a company secretary, someone has to do this work. Under the Companies Act 2006, the responsibility falls to the directors if there’s no secretary in place.

 


 

Our Company Secretarial Services

We offer flexible company secretarial support tailored to what you actually need. Some clients want us to handle everything; others just need help with specific tasks or one-off projects.

 

Full Outsourced Company Secretary

For businesses that want to hand over the whole function, we act as your company secretary on an ongoing basis. You get a named contact who knows your company and handles all your compliance needs.

What’s included:

  • Filing your annual confirmation statement
  • Maintaining all statutory registers
  • Recording changes to directors, shareholders, and PSCs
  • Preparing and filing all Companies House forms
  • Reminders for key filing dates and deadlines
  • Acting as a point of contact for Companies House correspondence

This works well for owner-managed businesses, subsidiaries of overseas companies, and any organisation that wants the peace of mind of knowing compliance is handled.

 

Annual Compliance Support

If you handle most things in-house but want professional support for your annual filings, we can prepare and submit your confirmation statement and review your statutory registers to make sure everything’s in order.

What’s included:

  • Preparing and filing your confirmation statement
  • Reviewing statutory registers for accuracy
  • Identifying and correcting any gaps or errors
  • Updating Companies House records as needed

 

Company Formation and Structuring

Starting a new company or restructuring an existing group? We’ll make sure everything’s set up properly from day one.

What’s included:

  • Incorporating new companies
  • Advising on appropriate company structure
  • Preparing bespoke articles of association
  • Setting up statutory registers
  • Issuing share certificates
  • Registering initial directors and PSCs

 

Changes and Transactions

When things change in your business, there’s usually company secretarial work to do. We handle the paperwork so transactions complete smoothly.

What’s included:

  • Share transfers and allotments
  • Changes to directors (appointments, resignations, changes of details)
  • Changes to registered office address
  • Amendments to articles of association
  • Registering charges over company assets
  • Filing changes to PSC information

 

Corporate Governance Advice

Good governance isn’t just about ticking boxes. It protects directors, keeps shareholders happy, and makes your business more attractive to investors, lenders, and potential buyers.

What’s included:

  • Reviewing and updating articles of association
  • Advising on directors’ duties and responsibilities
  • Helping implement governance best practices
  • Preparing for investment or sale (governance due diligence)
  • Training for directors on their legal obligations

 


Do I Need a Company Secretary?

The short answer: private companies don’t legally need one, but public companies do.

Since April 2008, private limited companies have been able to choose whether to appoint a company secretary. Many decide not to, particularly smaller businesses where the directors handle everything themselves.

But here’s the thing: even without a formal company secretary, the work still needs to be done. If you don’t appoint one, the directors become responsible for all the compliance tasks that would otherwise fall to the secretary.

You might benefit from company secretarial support if:

  • You’re spending too much time on company admin instead of running the business
  • You’re not confident your statutory records are accurate and up to date
  • You’ve missed filing deadlines or received late filing penalties
  • Your company is growing and governance is getting more complex
  • You’re preparing for investment, sale, or other corporate transactions
  • You’re a subsidiary of an overseas parent company without UK company law expertise
  • You simply want the peace of mind that compliance is being handled properly

You probably don’t need external support if:

  • You’re a very small company with simple affairs and you’re on top of the admin
  • You have capable in-house resource with the time and expertise to handle it
  • Your accountant is already handling your Companies House filings effectively

Not sure which camp you fall into? We’re happy to have a conversation and give you an honest view of whether our services would add value for your situation.

 


 

Company Secretary Requirements: What the Law Says

The Companies Act 2006 sets out the legal framework for company secretaries in the UK.

Private companies:

  • No legal requirement to appoint a company secretary
  • If you do appoint one, there are no formal qualification requirements
  • The same person cannot be the sole director and company secretary
  • If no secretary is appointed, duties fall to the directors

All companies:

  • Must notify Companies House within 14 days of appointing, removing, or changing details of a company secretary
  • The company secretary is an “officer” of the company and can be personally liable for certain failures

 


The Economic Crime and Corporate Transparency Act: What’s Changing

Companies House is undergoing significant reform following the Economic Crime and Corporate Transparency Act 2023. These changes will affect company secretarial obligations over the coming months and years.

Key changes to be aware of:

Identity verification – From November 2025, all directors and PSCs will need to verify their identity with Companies House. This can be done directly or through an authorised corporate service provider like Darwin Gray. Existing directors will have a transition period to comply.

Stronger Companies House powers – The Registrar now has greater powers to query filings, request evidence, reject information, and remove material from the register. Late or incorrect filings could result in civil financial penalties.

Corporate director restrictions – New rules will restrict the use of corporate directors. Where permitted, all directors of the corporate director must be natural persons with verified identities.

Enhanced accuracy requirements – Companies will face stricter obligations around the accuracy of information filed at Companies House. Knowingly providing false or misleading information is a criminal offence.

We’re staying on top of these changes and advising clients on how to prepare. If you’re concerned about what the new requirements mean for your company, get in touch.

 


 

Why Darwin Gray?

Choosing a law firm is a big decision. You want experts who actually get you and your organisation, respond when you need them, and give you straight answers. That’s us. We’re one of Wales’ leading commercial law firms, and we do things a little differently.

Direct Access to the People Doing the Work

You won’t be passed through layers of gatekeepers here. When you call, you’ll speak to the person handling your company’s affairs. You’ll have their direct contact details and a genuine working relationship. Our clients tell us this makes all the difference when deadlines are tight or questions come up.

 

A Team That Actually Collaborates

We don’t work in silos. Our company secretarial team works closely with colleagues in corporate, employment, and commercial property. If your company secretarial matter connects to a wider transaction or issue, we’ll bring in the right people and keep everything coordinated.

 

Quick Decisions, Faster Responses

Devolved decision-making and flexible working hours mean we can move at pace. Need an urgent filing submitted? A last-minute board minute prepared? We’re set up to respond when you need us.

 

Straight-Talking, Commercial Advice

You’ll always get the full picture from us. If something’s wrong with your statutory records, we’ll tell you and explain what needs to happen to fix it. If you’re over-engineering your governance for a company of your size, we’ll say so. No sugar-coating, just practical guidance you can act on.

 

Fair, Transparent Pricing

We know that company secretarial work needs to be cost-effective. We’ll give you a clear fee quote at the outset, and many of our services are available for a fixed annual fee so you know exactly what you’re paying.

 

Wales’ Leading Welsh Language Law Firm

We’re the leading commercial law firm with offices in South and North Wales offering Welsh language legal services at every level, from trainees right through to partners. This isn’t an add-on or a tick-box exercise. It’s part of who we are.

 


 

Our Fees

Company secretarial services are typically charged in one of three ways:

Fixed annual fee – For ongoing outsourced company secretary services, we agree an annual fee based on the complexity of your company and the level of activity expected. This gives you budget certainty and covers all routine compliance work.

Fixed fee per task – For specific one-off tasks like company formations, share transfers, or filing particular documents, we can usually agree a fixed fee upfront.

Hourly rates – For more complex or unpredictable work, we charge by the hour but keep you regularly updated on costs.

 


 

What Our Clients Say

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They provide sensible and pragmatic advice.

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They are flexible and responsive.

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Frequently Asked Questions

What is a company secretary?

A company secretary is an officer of the company responsible for ensuring it meets its legal and administrative obligations. This includes maintaining statutory registers, filing documents with Companies House, supporting board meetings, and advising directors on compliance matters. Despite the name, it’s not a clerical role. In larger companies, the company secretary is often a senior position with significant responsibilities for governance and regulatory compliance. For smaller businesses, the role can be handled by a director, an employee, or outsourced to professionals like us.

 

Do I need a company secretary for my limited company?

Private limited companies in the UK aren’t legally required to have a company secretary. This changed in April 2008 when the Companies Act 2006 removed the requirement. Public companies (PLCs) still must appoint a qualified company secretary. Even without a formal appointment, someone needs to handle the company secretarial duties. If you don’t appoint a secretary, those responsibilities fall to the directors. Many businesses choose to appoint one anyway, or outsource the function, because it reduces the burden on directors and ensures compliance is properly managed.

 

What are the main duties of a company secretary?

Company secretary duties typically include: filing the annual confirmation statement and other documents at Companies House; maintaining statutory registers (members, directors, PSCs, charges); preparing and filing notices of changes to company details; organising and minuting board and shareholder meetings; keeping company records and important documents safe; advising directors on their duties and company law compliance; and managing the company’s registered office. The exact scope varies depending on the company’s size and complexity. For public companies, there are additional responsibilities around stock exchange compliance and financial reporting.

 

What happens if I don’t comply with Companies House requirements?

Failing to meet Companies House filing obligations can result in late filing penalties, fines, and in serious cases, criminal prosecution of directors. For example, late filing of accounts attracts automatic penalties starting at £150 for private companies (£750 for public companies) and increasing the longer you delay. Persistent non-compliance can lead to the company being struck off the register. Directors can also be disqualified for repeated failures. Beyond penalties, poor compliance creates problems when you want to raise investment, sell the business, or take out finance, as due diligence will reveal the issues.

 

How much does a company secretary cost?

Costs vary depending on the level of service. A full outsourced company secretary service typically costs from a few hundred pounds to several thousand pounds per year, depending on company complexity and activity levels. Individual tasks like company formations, share transfers, or filing specific documents can often be done for fixed fees. We’re happy to give you a quote based on your specific requirements. For many businesses, the cost is modest compared to the time directors would otherwise spend on compliance, and the peace of mind of knowing it’s handled properly.

 

Can a director be the company secretary?

Yes, but with one important exception: a sole director cannot also be the company secretary. If your company has only one director, you’ll need to appoint someone else as secretary or leave the position vacant and have the director handle the duties themselves. Where there are multiple directors, one of them can be appointed as company secretary. In practice, many small companies don’t formally appoint a secretary and the directors share the compliance responsibilities between them.

 

What qualifications does a company secretary need?

For private companies, there are no formal qualification requirements. Anyone can be appointed as company secretary (except the sole director of the company). While private companies don’t need a qualified secretary, using someone with proper knowledge and experience significantly reduces the risk of compliance failures.

 

What is a confirmation statement?

The confirmation statement (formerly called the annual return) is a filing that every company must make at least once every 12 months. It confirms that the information Companies House holds about your company is accurate and up to date. This includes details of directors, shareholders, registered office, share capital, and persons with significant control. The filing fee is currently £50 (online) or £110 (paper). Missing the deadline is an offence that can result in prosecution of directors and potentially the company being struck off.

 

What are persons with significant control (PSCs)?

Persons with significant control are individuals or entities that have significant influence over a company. This includes anyone who holds more than 25% of shares or voting rights, has the right to appoint or remove a majority of directors, or otherwise exercises significant influence or control. Companies must maintain a PSC register and file PSC information at Companies House. The requirements were introduced to increase corporate transparency and combat money laundering. Getting PSC information wrong can result in criminal penalties, so it’s important to understand who your PSCs are and keep the register accurate.

 

Can you act as company secretary for overseas companies?

Yes, we can provide company secretarial services for UK subsidiaries of overseas parent companies. This works well because the parent company often doesn’t have UK company law expertise in-house. We act as the UK company secretary, handle all Companies House compliance, and provide a point of contact for local regulatory matters.

 

What’s changing with Companies House reforms?

The Economic Crime and Corporate Transparency Act 2023 introduces significant changes to company compliance. From November 2025, all directors and PSCs must verify their identity with Companies House. The Registrar will have stronger powers to query filings, reject information, and impose civil penalties. There will be new restrictions on corporate directors. Companies will face stricter requirements around the accuracy of filed information. We’re advising clients on how to prepare for these changes and can help ensure your company is ready when the new requirements come into force.

 


 

Our Locations

Cardiff Office (Head Office)

a: 9 Cathedral Road, Cardiff, CF11 9HA

t: 02920 829 100

Located in the heart of Cardiff’s business district, our head office is easily accessible by car and public transport. We can provide a Cardiff registered office address for your company.

Bangor Office (North Wales)

a: Unit F12, InTec, Ffordd y Parc, Parc Menai, Bangor, LL57 4FG

t: 01248 301 100

Our North Wales office serves businesses across the region. We can provide a Bangor registered office address if you’d prefer a North Wales presence.

We provide company secretarial services to clients throughout Wales and across the UK. Most of our work is done remotely, so your location doesn’t limit our ability to help.

 


 

Ready to Hand Over Your Company Secretarial Compliance?

Whether you need a full outsourced company secretary or just some help getting your records in order, we’re here to make it easy.

Contact us for a free, no-obligation chat to see if we can help you. You’ll speak directly to someone who can discuss your situation and explain how we might work together.

Call us on 02920 829 100 or use our Contact us form.

We aim to respond to all enquiries within one working day.


Contact Our Team

To speak to one of our experts today, please contact us on 02920 829 100 or by using our Contact Us form for a free initial chat to see how we can help.

Emily Shingler
Senior Associate
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Georgina Rees
Solicitor
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Mike Raymond
Solicitor
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Siobhan Williams
Partner
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Stephen Thompson
Partner
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