How to Hire a Company Secretary

The Company Secretary is the board appointment most directors understand least. It is often treated as an administrative hire, delegated downward and filled by whoever sits closest to the board papers. That works until the moment it does not — a contested resolution, a regulatory enquiry, or a sale process in which the statutory registers turn out to be three years out of date.

This guide sets out how to hire a Company Secretary properly: whether the law requires you to have one, what the role covers, what has changed at Companies House, where the candidates come from, how to assess them, what affects the cost and how long the process takes. It is written by the team behind Exec Capital’s Company Secretary recruitment practice, which runs these searches for listed, private, investor-backed and regulated UK boards.

Does your company legally need a Company Secretary?

This is the first question, and the answer surprises many directors.

Private companies do not need one. Under section 270 of the Companies Act 2006, a private company is not required to have a secretary. Where it has none, anything that would otherwise be sent to the secretary can be sent to the company itself, and the secretarial tasks can be carried out by a director or by another person the directors authorise. A private company’s articles can still require a secretary, so check them before assuming the point.

Public companies must have one. Section 271 requires every public company to have a secretary, and section 273 places a duty on the directors to take all reasonable steps to make sure the person appointed appears to have the knowledge and experience to do the job, and holds at least one of the qualifications the Act lists. Those include having been secretary of a public company for at least three of the five years before appointment; membership of one of the listed professional bodies (among them the Chartered Governance Institute, which the Act still names by its former title, the Institute of Chartered Secretaries and Administrators, and the ICAEW); being a barrister, advocate or solicitor in the UK; or holding another position or membership that makes the person appear capable of the role.

The practical consequence is that when a private company appoints a Company Secretary, it is making a deliberate choice rather than meeting an obligation, and the reason for that choice determines what kind of person is needed.

What usually prompts the appointment

In our experience, five situations account for most private company appointments.

• External investment. A private equity or venture investor joins the board, brings consent matters and reserved powers, and the informal approach to minutes and resolutions stops being adequate. This is the commonest trigger, and it usually arrives with a deadline.
• Board growth. The board moves from three founder-directors to a mix of executives, investor nominees and independent non-executives. Once people who were not in the room need to rely on the record, the record has to be reliable.
• A transaction. Due diligence exposes gaps: unminuted decisions, share allotments never filed, a register of people with significant control (PSC) that has not kept pace with ownership changes. Buyers price that risk, and it is cheaper to fix beforehand. Our guide to the Company Secretary in an M&A process covers that work in detail.
• Regulatory scope. The business acquires an FCA permission, a licence or a public-sector contract with governance conditions attached. Someone has to own the compliance calendar.
• An incident. A shareholder dispute, a director resignation that turns difficult, or a challenge to a resolution. Boards that have been through one of these rarely need convincing about the value of the role.

What the role covers

The remit divides into four areas, and candidates tend to be strong in two of them rather than all four. Knowing which two you need is the basis of a good brief.

Statutory compliance

Maintaining the statutory registers and filing at Companies House: the confirmation statement, annual accounts, director appointments and resignations, share allotments, charges and PSC changes, and keeping the registered office address and company records in order. It is unglamorous, entirely unforgiving, and the area where failure is most visible, because the public register shows every late or missing filing.

Board and meeting administration

Agendas, board packs, notice periods, quorum, written resolutions, general meetings and the minutes. Section 248 of the Companies Act requires a company to keep records of directors’ meetings for at least ten years. Those minutes are the main evidence that directors considered the right matters and discharged their duties, which is why judgement about what goes into them matters far more than speed of note-taking.

Governance advice

Advising directors on their duties, managing conflicts and declarations of interest, supporting the Chair on board composition and effectiveness, and running board evaluation and director induction. For listed companies reporting against it, the UK Corporate Governance Code 2024 (which applies to financial years beginning on or after 1 January 2025) expects every director to have access to the advice of the Company Secretary, who advises the board on governance matters, and treats the appointment and removal of the secretary as a matter for the whole board rather than any one director. Many private boards adopt the same principles voluntarily.

Shareholder and corporate matters

Share registers and transfers, option schemes, dividend administration, shareholder communications and support on corporate transactions. In investor-backed businesses this area expands quickly, and it is the one private company appointments most often underestimate. Where the role also carries legal work, you may be closer to a combined secretariat and General Counsel appointment, which changes both the candidate pool and the reward.

Companies House identity verification and the Company Secretary

The Economic Crime and Corporate Transparency Act 2023 has changed what Companies House expects, and a new Company Secretary should be able to explain the position to the board without notes. Identity verification became a legal requirement on 18 November 2025 for new directors and for people with significant control, with existing directors given a transition year in which to verify, generally by the time of the company’s next confirmation statement. A director’s personal code now has to be supplied with the confirmation statement, which will be rejected without it.

Company Secretaries are not themselves required to verify their identity as an officer. What has not yet started is the second stage: compulsory verification for anyone filing documents at Companies House, and the requirement that third-party agents filing on a company’s behalf register as authorised corporate service providers. Those measures were deferred in 2026, and as the ICAEW has reported, they are now not expected before November 2027, with Companies House committed to giving advance notice. Once they apply, a Company Secretary who files in person will need to verify as a presenter.

For hiring, this matters in two ways. First, the incoming secretary will usually own the process of collecting directors’ and PSCs’ personal codes and keeping the confirmation statement on schedule, so ask candidates how they have handled it. Second, a board considering an outsourced provider should confirm that the provider is, or will be, registered to file on the company’s behalf.

Choosing the delivery model

There are three broad ways to fill the seat, and the right answer depends on the complexity of the board rather than the size of the company.

• In-house. A permanent employee, often combined with a legal, finance or compliance role. This suits boards meeting monthly with active investor involvement, or businesses where governance touches day-to-day operations.
• Outsourced. A corporate services provider handling filings and registers. Efficient for compliance, but you are buying administration rather than judgement, and nobody is in the room when the difficult conversation happens.
• Interim or fractional. An experienced Company Secretary working a set number of days a month, or full-time for a defined period. Increasingly the answer for private companies that need judgement without a full-time cost, and the usual way to cover a gap during a transaction or a notice period. Our interim Company Secretary recruitment service handles these appointments.

The mistake we see most often is choosing outsourced when the board needed advisory capability. The filings get done and the registers stay current, and then a conflicted transaction arrives and nobody’s job is to say so. We set out the trade-offs in full in outsourced vs in-house Company Secretary; the short version is that if your requirement includes anything in the governance advice category above, outsourcing on its own will not meet it.

Where the candidates come from

There are four main pools, each with a characteristic strength and a characteristic gap.

• Chartered Governance Institute qualified. The Chartered Governance Institute UK & Ireland is the professional body for company secretaries and governance professionals, and its Chartered Governance Qualifying Programme is the main route to chartered membership. These candidates are strongest on statutory compliance and process; some are lighter on commercial judgement, particularly those who have only worked in large corporate secretariats where the role is narrow.
• Legal background. Solicitors and paralegals who have moved into governance, often from corporate or company commercial practice. Strong on documentation, transactions and risk; sometimes impatient with the administrative rhythm of the role.
• Accountancy background. Qualified accountants who have taken on the secretarial function, common in owner-managed businesses where the Finance Director absorbed it. Strong on filings, deadlines and the link with statutory accounts; variable on board process and governance advice.
• Corporate secretariat professionals. Career company secretaries from listed or large private companies, often deputy or assistant company secretaries looking for their first standalone role. Frequently the strongest candidates for a first appointment in a growing business, because they have seen good practice at scale and want broader responsibility.

For a public company appointment, remember the directors’ duty under section 273. Record how the board satisfied itself about the appointee’s knowledge, experience and qualification. It is a small step that looks considerably better in hindsight than the alternative.

Writing the brief

Four things separate a brief that produces a comparable shortlist from one that produces a scattered longlist.

• Name the trigger. “We are appointing because our investor requires proper board process” attracts a different and better candidate than a list of duties.
• State the reporting line. To the Chair is the governance answer. To the CEO or Finance Director is common in private companies and workable, but candidates will read it as a signal about the role’s independence, so be ready to explain it.
• Be honest about the backlog. If the registers are behind or there are unminuted decisions going back two years, say so. Strong candidates are not deterred by remediation work — several actively prefer it — but discovering it in week three damages trust immediately.
• Specify any combined element. Many private company roles combine company secretarial work with legal, compliance or finance responsibility. If yours does, say in what proportion, because a career company secretary and a lawyer who will also run the secretariat are different appointments with different reward expectations.

If you are writing the role from scratch, our Company Secretary job description sets out the core duties and can be adapted to your board.

Assessing candidates

Technical knowledge is the easiest thing to verify and the least likely to fail. What fails is judgement and temperament: the role requires someone who reports to the board to occasionally tell it that it is about to do something improper. Weight your questions accordingly. Five that consistently separate candidates:

“A director asks you to amend the minutes to soften how their objection was recorded. What do you do?”

The most revealing question available. A strong answer distinguishes correcting an inaccuracy, which is proper, from rewriting what happened, which is not — and describes raising it with the Chair rather than settling it privately with the director. Weak answers either give way or escalate aggressively; both are problems.

“How much detail belongs in a set of board minutes?”

There is no single correct answer, which is why it works. Look for someone who understands the tension: minutes must show that directors considered the relevant matters and discharged their duties, without creating an unnecessarily granular record that could be unhelpful in litigation or regulatory review.

“Walk me through your filing calendar from memory.”

Someone who owns this recites it without hesitation, including how they now handle directors’ personal codes for the confirmation statement. Someone supported by an outsourced provider will describe the provider. That is not disqualifying, but it tells you what you would be hiring.

“Describe a time you told a director they could not do something.”

If they cannot produce an example, they have either never been tested or have learned to accommodate. Both carry risk.

“What is different about governance in a listed company compared with a private one?”

This tests whether they have generalised from one environment. Listed brings disclosure obligations and shareholder engagement; private is lighter in obligation but harder in practice because there is less structure; private equity ownership adds investor consent matters. Candidates who cannot distinguish these have worked in one setting and assumed it transfers.

How the person will sit alongside your Chair and executive team deserves separate attention, and we cover it in the importance of cultural fit in Company Secretary recruitment. As Adrian Lawrence FCA puts it: “Boards interview company secretaries on technical knowledge because it is the part they know how to assess. Appointments rarely fail on technical grounds. They fail on temperament — on whether the person will speak up when the room does not want them to.”

What affects the cost

Reward varies more than for most senior roles because the scope varies more. Four factors move the number.

• Company type. Listed company secretariat commands a clear premium over private, reflecting disclosure obligations, market abuse considerations and shareholder engagement. Regulated firms usually sit between the two.
• Combined scope. A role combining Company Secretary with General Counsel or Head of Compliance is priced against the senior element, not the secretarial one. Boards that write a combined brief and benchmark it against a pure company secretarial salary find their preferred candidates decline at offer stage.
• Board seat. Where the Company Secretary is also appointed a statutory director — less common, but not rare in smaller companies — the reward should reflect the additional duties and personal exposure.
• Transaction exposure. Businesses heading for a sale, listing or significant fundraise pay more, because the workload is materially higher and the candidate is taking on visible risk.

Fractional arrangements are usually priced as a monthly retainer against an agreed number of days, and interim appointments on a day rate. Where the individual works through their own company, the off-payroll working rules apply, and for medium and large private-sector clients the status determination is the client’s responsibility.

How long the search takes

For a standalone private company appointment, allow roughly eight to twelve weeks from agreed brief to start date. That usually divides as follows.

• Brief and search. Agreeing the specification, reporting line and any combined scope, then identifying candidates.
• Shortlist and first interviews. Boards should expect to meet three to five candidates who have been assessed against the brief, not a stack of CVs.
• Second stage and references. The Chair should meet the leading candidates in person, whatever the formal reporting line. References should test the pushback question specifically.
• Offer and notice. Notice periods at this level are commonly one to three months. Where the appointment is driven by a transaction deadline, an interim or fractional arrangement can bridge the gap.

Listed and regulated appointments take longer, and where a combined role brings a senior management function under the FCA’s regime, the regulatory approval timetable has to be added on top.

Four mistakes boards make

• Treating it as an administrative hire. Delegating the search downward produces candidates assessed on organisation rather than judgement. The Chair should be involved from the start.
• Reporting to the wrong person. A Company Secretary reporting to the CEO cannot easily advise the board independently about the CEO. Workable in a small private company; a genuine problem once there are independent directors.
• Hiring for the current board, not the next one. If you expect investment, an acquisition or a listing within two years, appoint someone who has already operated in that environment.
• Concealing the backlog. It always emerges, and usually in the first fortnight.

The first 90 days

A new Company Secretary should spend the first month establishing the true position rather than changing anything: reconciling the statutory registers against reality, reviewing twelve months of minutes and resolutions for gaps, checking the filing history and the status of directors’ and PSCs’ identity verification at Companies House, and reading the articles and any shareholders’ agreement properly.

Month two is remediation planning: a written list of what is wrong, what it would take to fix and what the exposure is if it is not fixed. Presenting that to the Chair, rather than quietly correcting it, establishes the role’s advisory standing from the outset.

Month three should deliver one visible improvement to how the board itself operates — a better pack format, a proper conflicts register, a forward agenda. Credibility in this role is built on making the board’s own experience better, not on compliance the board never sees.

If you would like help defining the brief or running the search, our Company Secretary search team can talk it through with you.

Frequently asked questions

Does a private limited company need a Company Secretary?

No. Section 270 of the Companies Act 2006 means a private company is not required to have one unless its articles say otherwise. Many appoint one anyway once external investment arrives, the board grows beyond the founders, or a transaction exposes gaps in the statutory record.

Can a director also be the Company Secretary?

Yes, in principle. The limit is that where the Act requires something to be done by a director and the secretary, one person cannot satisfy both requirements by acting in both capacities. Combining the roles also weakens the independence that makes the position useful once the board includes investors or independent directors.

What qualifications does a Company Secretary need?

For a private company, none are legally required. For a public company, section 273 requires the directors to be satisfied that the appointee has the knowledge and experience for the role and meets one of the qualifying routes in the Act. Chartered Governance Institute membership is the standard professional credential, and many effective company secretaries are qualified lawyers or accountants.

Does a Company Secretary have to verify their identity at Companies House?

Not as an officer. Verification currently applies to directors and people with significant control. Compulsory verification for anyone filing documents, which would include a secretary who files personally, is not expected before November 2027.

How long does it take to hire a Company Secretary?

Typically eight to twelve weeks from agreed brief to start date for a private company appointment, allowing for notice periods of one to three months. Listed and regulated appointments take longer. Where a deadline is fixed, an interim or fractional arrangement can cover the gap.