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Incorporating a company
Choosing a company name
Sensitive words and expressions
Objections to company names
Directors and secretaries
Public companies
Community Interest Companies
Right To Manage companies and Commonhold Associations
Disclosure of company name and specified other information
Business names
Quality of documents
Further information

Directors and secretaries

More detailed information about directors’ responsibilities and filing obligations and the role of company secretaries can be found in our ‘Life of a Company Part 2 – Event Driven Filings’ guide. Further information about accounts and annual returns can be found in our ‘Life of a Company Part 1 – Annual Requirements’ guide.

1. What is the minimum number of officers a company requires?

Private companies: The Companies Act 2006 requires a private company to have at least one director. A company’s articles of association may impose a higher minimum requirement for the number of directors. At least one director must be an individual. A private company does not need to have a secretary if a company’s articles of association provide for it to have a secretary, it must have a secretary unless it changes the articles to remove the requirement.

Public companies: a public company must have at least two directors and a secretary. At least one director must be an individual. The secretary of a public company must be qualified (see question 3).

2. Can anyone be a company director?

It is up to the members to appoint the people they believe will run the company well on their behalf. The only restrictions that prevent anyone becoming a director are:

they must not have been disqualified from acting as a company director (unless the court has given them permission to act for a particular company);
they must not be an undischarged bankrupt (unless they have been given permission by the court to act for a particular company);
they must not be under the age of 16;
In addition, at least one director must be an individual. Companies who only had corporate directors on or before 6 November 2006 have until 1 October 2010 to appoint such a director.

3. What filing responsibilities apply to directors?

Directors must prepare and file documents required under the Companies Act 2006, including the annual accounts and annual returns. Failure to file these documents could result in directors being prosecuted and fined up to £5,000 for each offence and the company could also be struck off the register. In addition, the company will be liable to a civil penalty if its accounts are delivered late. Further information about late filing penalties can be found in our ‘Late Filing Penalties’ guide.

4. Does a company secretary need any qualifications?

Not in the case of a private company. A secretary of a public company must have one or more of the qualifications described in chapter 6.