Updated
GL-C-06
Glossary · Structures and trusts
Company secretary - the person who keeps registers, minutes and deadlines in order
01 / In 30 seconds
The short answer
- Who it is
- An officer responsible for a company’s corporate formalities
- What it does
- Keeps the registers, prepares minutes, monitors reporting deadlines, keeps documents
- Is it mandatory
- Mandatory in some jurisdictions, optional in others
- Who it can be
- An individual or a specialist company
- Why it matters to you
- Order in corporate documents directly affects the speed of transactions and checks
02 / In plain words
What Company secretary means
A company secretary is an officer responsible for a company’s corporate formalities. This is not office administration in the everyday sense: the secretary keeps the mandatory registers, prepares the decisions and minutes of the governing bodies, monitors filing deadlines, keeps the corporate documents and handles communication with the registrar.
In some jurisdictions — mainly in the British legal tradition — having a secretary is mandatory or was historically. In other countries the function is optional and is performed by a director or an external provider. The secretary may be either an individual or a specialist company.
The practical value of the role becomes clear at the moment of a check. When a bank, a buyer of the business or a programme reviewer requests corporate documents, the difference between a neatly kept file and scattered papers is measured in weeks. A company with its documents in order goes through any procedure noticeably faster.
A case from practice
When preparing to sell a business, the buyer requested the full corporate set for several years. For a company whose documents had been kept carefully, this took days. For another, it took weeks of reconstructing minutes and resolutions.
When the role is especially useful
- Companies with several members
- Holding structures
- Preparing to sell the business
- Opening bank accounts
- Programme due diligence
- Regular changes in the governing bodies
03 / What it covers
What the function includes
Registers
- The register of directors
- Register of members
- Keeping the information up to date
Decisions
- Minutes of meetings
- Directors’ resolutions
- Documenting changes
Timelines
- Annual reporting
- Duties and fees
- Notices from the registrar
Keeping
- Corporate file
- Constitutional documents
- Readiness for checks
04 / How it works
How to organise the function
Establish the jurisdiction’s requirements
Whether a secretary is needed and which registers are mandatory.
Choose who will perform the function
An employee, a director or a corporate services provider.
Put the documents in order
We bring the articles, registers, minutes and contracts into one file.
Set up a calendar of deadlines
Filings, renewals, meetings - with dates for the year.
Keep it up to date
Changes are recorded immediately; documents are ready for any check.
05 / Key facts
What you need to know
01What they do
Corporate formalities
Keeps statutory registers, records decisions and minutes, tracks deadlines and holds documents.
02Is it mandatory
It depends on the country
In British-tradition jurisdictions it often is. Elsewhere the director or a provider does it.
03Who it can be
A person or a company
A specialist corporate services provider can perform the role.
04Liability
Stays with the company
The company and its directors remain responsible for deadlines and formalities, even when an outside provider does the work.
Common mistakes
Not recording decisions in writing
Minute every decision of the directors and members.
Keeping documents scattered
Keep one file: articles, registers, minutes, contracts.
Not updating registers on time
Record changes as soon as a director, member or address changes.
Shifting all responsibility to the provider
Review the deadline calendar and the provider's reports yourself.
06 / Expert advice
How to prepare in advance
The company’s corporate file is kept in order at all times: constitutional documents, registers, minutes, reports, certificates. All decisions of the governing bodies are recorded in writing when they are taken, not reconstructed later. The deadlines for formalities are kept in a calendar — independently, even if the function is performed by a provider.
What we do for you. Before applying for a programme, we ask for the corporate documents of all the client’s companies. Where order has been kept, preparation takes days. Where it has not, weeks. It is the most underestimated way of saving time.
Anna KovalevskayaLead lawyer for EU citizenship and residency, 12 years of practice
07 / Questions
Frequently asked questions
An officer responsible for corporate formalities: registers, minutes, reporting deadlines, keeping documents.
It depends on the jurisdiction. In countries of the British legal tradition, more often yes; in others the function is optional and is performed by a director or a provider.
Yes, in many jurisdictions the function is performed by a specialist organisation providing corporate services.
No. Their area is formalities and documents. Management decisions are taken by the directors and members.
Order in corporate documents speeds up opening accounts, transactions and checks. The difference is especially noticeable in due diligence.
No. The company itself and its directors are responsible for complying with formalities, even if the work is done by an external provider.
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