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Directors and secretaries

1. What responsibilities do the directors have to Companies House?

Directors have a responsibility to prepare and deliver documents, on behalf of the company, to Companies House as and when required by the Companies Act. These include, in particular:

the annual return (see our guidance on Annual Filings);
the annual accounts; (see our guidance on Annual Filings)
notification of any change in the company’s officers or in their personal details;
notification of a change to the company’s registered office;
allotment of shares; and
registration of charges.

2. What happens when there is a change in the company’s directors or secretary?

The company must keep registers that contain details of its officers. They are:

register of directors. This will contain most details of all the company’s directors whether an individual or a corporate body or firm with legal personality but will not include an individual’s residential address (unless that address is also the individual’s service address);
register of directors’ residential addresses; and
register of secretaries, if appropriate.
Whenever there is a change to an officer’s details, or a company appoints or terminates the appointment of an officer, it must update these registers.

The company must then file the appropriate form at Companies House within 14 days of the change.

The appropriate forms are:

Purpose Form Number
Appointment of director AP01
Appointment of corporate director AP02
Appointment of secretary AP03
Appointment of corporate secretary AP04
Change of director’s details CH01
Change of corporate director’s details CH02
Change of secretary’s details CH03
Change of corporate secretary’s details CH04
Termination of appointment of director TM01
Termination of appointment of secretary TM02
Companies House will reject your document if it does not include the required information. However, where the information is completed but does not match our records, we may choose to accept the document but mark it as inconsistent with the public register. For further information, please see our guide on ‘The Registrar Rules and Powers’.

You can notify Companies House of any of these changes online via WebFiling; using a suitable Software Filing package, or by delivering paper documents to us by post.

For the minimum number of directors a company must have and the restrictions on being a director please see the guidance ‘Incorporation and Names’.

3. What is the difference between the register of directors and the register of directors’ residential addresses?

The register of directors contains for each director who is an individual:

his or her name and any former name;
a service address (which may be stated to be ‘the company’s registered office’);
the country or state or part of the United Kingdom where he or she is usually resident;
nationality, business occupation (if any), and date of birth.
For directors that are companies or firms, the register of directors will include:

its corporate or firm name;
its registered or principal office;
in the case of an EEA company, where it is registered and its registration number; otherwise, the legal form of the company or firm and the law by which it is governed and, if applicable, where registered and it's registration number.
The register of directors’ residential addresses contains the usual residential address of every director who is an individual. Provided that a director’s service address is not the company’s registered office, then the entry may be to the effect that the usual residential address is the same as the service address.

The register of directors must be kept available for inspection; the information on the register of directors’ residential addresses must not be revealed. The company can only use the information in this register to communicate with the director and to deliver information to Companies House to update the records held there. The company can not use this information for any other purpose unless either the director has given his consent or if so required by the court.

4. What happens to the residential address supplied to Companies House?

Residential addresses will not appear on the public record so long as you only provide them in the correct part of the appointment or change of details forms. For paper forms this will be a separate page, for electronic filings this will be additional address fields. Companies House will only provide residential address information to Credit Reference Agencies and Specified Public Authorities. See guidance on 'Restricting the disclosure of your address'.

5. What is the role of a company secretary?

Private companies do not have to appoint a secretary unless their articles of association require them to, although they may choose to do so anyway.

A Public Limited Company (PLC) must have at least one secretary. More details about the appointment of a secretary to a PLC can be found in the guidance 'Incorporation and Names'.

The legislation does not set out the role of the company secretary; this is normally contained in their contract of employment. However, the company secretary might normally undertake the following:

maintaining the statutory registers;
ensuring that the company files statutory information promptly;
providing members and directors with notice of meetings;
providing members with proposed written resolutions and auditors with any resolutions it has passed;
delivering copies of resolutions and agreements to Companies House;
supplying a copy of the accounts to every member of the company, every debenture holder and every person who is entitled to receive notice of general meetings;
keeping, or arranging for the keeping of copies of all members’ resolutions (passed other than at general meetings), and minutes of all proceedings and general meetings;
ensuring that people entitled to do so can inspect company records;
custody and use of the company seal (if the company chooses to have one);
be a co-signator for execution of a document by a company; and
authenticating forms for submission to Companies House (a company secretary cannot authenticate the company’s annual accounts)
The secretary is an officer of the company and may be criminally liable for defaults committed by the company.

6. What rights does a company secretary have?

It depends on the terms of their contract and is an internal company matter between the secretary and the company.

For the qualifications required by a public company secretary please see the guidance 'Incorporation and Names'.

Proof is the registrar’s PROOF (PROtected On-line Filing) Scheme. It provides additional security relating to the delivery of directors details and registered office address for documents delivered electronically:

Company directors hold an important position in a company. They have power to make purchases and enter into credit arrangements on behalf of the company. Similarly, the registered office address is important because it is the address to which all official communications will be sent.

Records held at Companies House are sometimes used to check the legitimacy of a company and its directors before credit or loans are made. Therefore it is important that the records are correct. Companies are vulnerable to fraud if the wrong people get themselves on record as company directors or a bogus registered office address is filed.

In order to combat fraudsters posing as legitimate directors, Companies House offers companies a free, fully electronic and secure system for notifying changes of directors and changes to the registered office address. If you opt to only notify these electronically, they will be protected by electronic codes and we will not accept notices from your company delivered in any other format.

You can opt into the scheme electronically, using the company authentication code to gain access to the appropriate web pages of our WebFiling service. Before opting in you must also agree to the terms and conditions of the scheme so that any change of directors or change of registered office address are only accepted by Companies House if they are delivered by the secure electronic method and never on a paper form. The terms and conditions are available from our website or by calling 0303 123 4500. This service is voluntary; you may opt-out at any time and Companies House will revert to accepting notices from your company delivered electronically or on paper forms.