| Requirement | every PLC must have a secretary (s271) |
| Ltd | no secretary required (s270) |
| Responsible | the directors, for experience and qualification (s273) |
| Routes to qualify | experience, professional body, UK lawyer, or another suitable position |
| Updated | November 2026 |
Mandatory for a PLC, optional for a Ltd
The Companies Act 2006 is unusually brief here. Section 271 is a single sentence: a public company must have a secretary. For a private company the opposite applies: it is not required to have one. Many Ltds therefore do without, and the directors handle the tasks themselves.
A PLC cannot. If you convert a Ltd that had no secretary into a PLC, the application must name one. More in converting a Ltd into a PLC.
What section 273 asks of the person
Section 273 places the duty not on the secretary but on the directors. They must take all reasonable steps to make sure the secretary meets two tests: in their view, the person has the requisite knowledge and experience, and the person holds at least one of the statutory qualifications.
There are four routes. First, experience: the person held office as secretary of a public company for at least three of the five years before appointment. Second, membership of one of the professional bodies named in the Act. Third, being a barrister, advocate or solicitor called or admitted in any part of the United Kingdom. Fourth, a catch-all: a person who, by virtue of another position or membership, appears to the directors capable of carrying out the functions.
The professional bodies in section 273(3)
The Act names seven organisations, in this order and under these names:
- the Institute of Chartered Accountants in England and Wales
- the Institute of Chartered Accountants of Scotland
- the Association of Chartered Certified Accountants
- the Institute of Chartered Accountants in Ireland
- the Institute of Chartered Secretaries and Administrators
- the Chartered Institute of Management Accountants
- the Chartered Institute of Public Finance and Accountancy
The catch-all is not a free pass
The fourth route sounds generous: anyone the directors think capable may do it. In practice it is a judgement the directors should be able to justify. The section 273 duty stays theirs. If a general meeting notice went out late or a register is wrong, nobody asks the secretary first; they ask the directors why they chose that person.
So for PLCs heading to market, or already there, we recommend someone who meets one of the first three routes. It gives clarity towards auditors, advisers and later the exchange.
What a PLC secretary does day to day
The Act does not list the duties exhaustively. At a PLC, these are the topics that typically land on the secretary's desk:
- Keeping the company's registers, especially members, directors and resolutions, and reconciling them with Companies House.
- Preparing board meetings: agenda, papers, minutes and resolutions.
- Organising the annual general meeting, which a PLC must hold within six months of its year end.
- Getting the annual accounts filed on time; a PLC's deadline is six months.
- Preparing the confirmation statement. Without verified identities for all directors, the company cannot file it.
- Notifying Companies House of changes to directors, capital and people with significant control.
- Keeping track of authorities to allot and pre-emption rights before new shares are issued.
New since 2025: identity and filings
Identity verification with Companies House has been mandatory since 18 November 2025. For the secretary that mainly means coordination: every director needs a personal code, and every person with significant control must supply theirs within the set deadline. At the same time, the duty to keep a separate PSC register within the company has gone; the details sit with Companies House. More in the PSC register.
If you take over an existing PLC with gaps on these points, start with a stocktake. We describe that under existing PLC takeover.
The secretary at formation and conversion
The secretary question does not wait for day-to-day business. A new PLC names its secretary at incorporation. On a conversion, the application names the proposed secretary if the Ltd had none; that person is deemed appointed when the new certificate of incorporation is issued. Thinking about the secretary only after the conversion is too late.
Good preparation means documenting the person's qualification, resolving the appointment at board level, and sorting out access to the registers and the company's Companies House account. Bureaucratic, yes, but it saves a lot of back and forth in the PLC's first year.
Questions
Does the company secretary have to live in the UK?
Section 273 sets no residence requirement. It asks for knowledge, experience and one of the statutory qualifications.
Who answers for the secretary being qualified?
The directors. Section 273 requires them to take all reasonable steps to make sure the secretary has the necessary experience and one of the statutory qualifications.
Do these qualifications apply to a Ltd's secretary too?
No. A Ltd need not have a secretary at all, and section 273 only covers secretaries of public companies. If a Ltd appoints one voluntarily, it is free to choose; by the time it converts into a PLC, though, the person must meet the requirements.
Sources: Companies Act 2006, s270 Private company not required to have secretary; Companies Act 2006, s271 Public company required to have secretary; Companies Act 2006, s273 Qualifications of secretaries of public companies; Companies Act 2006, s336 Annual general meeting; GOV.UK: Verifying your identity for Companies House
