Company secretary for your PLC
Your PLC's registers, board meetings, AGM and filings, in safe hands. A qualified secretary holds the office; we run the calendar and are the people you talk to.
| Requirement | every PLC must have a secretary (section 271) |
| Qualification | the directors must make sure the secretary has it (section 273) |
| AGM | every year within six months of the year end |
| Annual accounts | at Companies House six months after the financial year ends |
| Confirmation statement | only possible once every director has verified their identity |
Why your PLC needs a secretary, and not just anyone
A private limited company can do without a secretary. A PLC cannot: the law simply says every public company must have one. And it goes further. The directors must take all reasonable steps to make sure the secretary has the knowledge and experience the job needs and holds one of the qualifications set out in the Act.
Qualified means, for example, someone who was secretary of a public company for at least three of the five years before appointment, a member of one of the professional bodies the Act lists (the main UK and Irish accountancy institutes and the Institute of Chartered Secretaries and Administrators), or a barrister, advocate or solicitor called or admitted in the UK. There is also an open route: a person who, because of another position they hold, appears to the directors capable of doing the job. How directors document that properly is covered in company secretary: who qualifies.
Our model: a qualified person holds the office. We prepare every paper, explain in plain words what you are signing, and make sure no deadline catches you out.
A PLC's year in duties
The fixed dates the calendar turns on.
| Duty | Deadline | What we prepare |
|---|---|---|
| Annual general meeting (AGM) | within 6 months of the year end | Notice, resolutions, minutes |
| Annual accounts at Companies House | 6 months after the financial year ends | Timetable with bookkeeper and auditor, filing |
| Confirmation statement | yearly, only with verified directors | Registers reconciled, personal codes, filing |
| New PSC | code on registration or within 14 days | Identity verification, notification |
| Share allotment | authority valid for 5 years at most | Resolutions, registers, filing |
Companies Act 2006 s271, s273, s336, s442, s551; GOV.UK identity verification guidance
If a PLC fails to hold its AGM on time, every officer in default commits an offence under the Companies Act. That sounds more dramatic than it needs to be in practice, provided the calendar is right. Keeping it right is what the secretary is for.
Capital changes without rework
New shares are where most PLC mistakes happen. Directors may only allot shares if the articles or a resolution authorise them, and that authority lasts five years at most. New shares issued for cash must first be offered to existing shareholders in proportion to their holdings, unless pre-emption has been validly disapplied. Every share must be paid up to at least a quarter of its nominal value plus the whole premium.
For shares paid for in kind, the law also requires an independent valuation, with the report made in the six months before allotment and sent to the allottee. What that involves is covered in paying for shares with non-cash assets. We prepare the templates for every step, check the order and see the filing through.
Share transfers and the small tax in between
When one shareholder sells to another, the register is rewritten. Before that comes a question people forget: is stamp duty or SDRT due? On a purchase of existing shares in a UK company it is usually 0.5 per cent, on a stock transfer form once the price exceeds £1,000, and HMRC must be told about transfers made outside CREST. We check this before the entry goes in. The PLC's full tax picture is in how a UK PLC is taxed.
How we take on the secretarial work
- 1
Review
We read the articles, the registers, the latest minutes and the Companies House record, and reconcile them.
- 2
Appointment
A qualified secretary is appointed, the change is filed, and any outstanding identity checks are started.
- 3
Calendar
You receive the annual calendar with every deadline for your PLC, set to your financial year.
- 4
Ongoing work
Board meetings, the AGM, capital changes and filings run through us, documented properly and explained clearly.
- 5
Annual report
Once a year, a short written overview: what is done, what is coming, where the risks are.
Questions
Can I be my own PLC's secretary?
The law does not rule it out, as long as the directors can reasonably conclude that you have the qualification, knowledge and experience. Whether that holds in your case is something we look at together. Often the answer is that you take the decisions and the office sits with a qualified person.
What does identity verification change in the secretary's daily work?
Lots of small things with big effects. A new director gives their Companies House personal code when the appointment is notified. A new PSC provides the code on registration or within 14 days. And the yearly confirmation statement only goes through if every director is verified. So we plan verification before every change, not after.
Nobody has looked after my PLC for years. Will you still start?
Yes, with a clean-up round first. That is what PLC Administration Takeover is for; after it, the work continues here.
Do you also handle a listed PLC's duties to the market?
Ongoing disclosure duties to the exchange and the market are supported by the nominated adviser or sponsor. The secretary makes sure registers, resolutions and general meetings fit with them. Preparing for a listing is part of PLC Going Public.