How to Hire a Company Secretary

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— a contested resolution, a regulatory enquiry, a transaction where the statutory registers turn out to be three years out of date.

This guide sets out how to appoint a Company Secretary properly: whether you are legally required to have one, what the role genuinely covers, where the candidates come from, how to assess them, what it costs and how long it takes. It is written by Exec Capital, who run these searches for 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. The Companies Act 2006 removed the requirement. Under section 270, a private company is not required to have a secretary, and where it does not, anything authorised or required to be given to the secretary may be given to the company itself or to a director.

Public companies must. Under section 271, a public company must have a secretary, and the directors are required to satisfy themselves that the person appointed has the requisite knowledge and experience, with qualifying routes set out in the Act.

The practical consequence is that when a private company appoints a Company Secretary, it is making a deliberate choice rather than satisfying an obligation. That choice almost always has a specific cause — and identifying the cause is the single most useful thing a board can do before starting a search, because it determines what kind of person is needed.

The triggers that prompt 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 PSC register that has not kept pace with ownership changes. Buyers price that risk, and it is cheaper to fix beforehand.

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 dispute between shareholders, a director resignation that turns difficult, 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 actually 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, filing at Companies House — confirmation statement, annual accounts, director appointments and resignations, allotments, charges, PSC changes — and keeping the registered office and records in order. Unglamorous, entirely unforgiving, and the area where failure is most visible.

Board and meeting administration. Agendas, board packs, notice periods, quorum, written resolutions, general meetings, and the minutes. Under section 248 a company must keep records of directors’ meetings and retain them for ten years. Those minutes are the primary evidence that directors discharged their duties, which is why judgement about what goes into them matters far more than speed of typing.

Governance advice. Advising directors on their duties, managing conflicts of interest and declarations of interest, supporting the Chair on board composition and effectiveness, and running board evaluation. The UK Corporate Governance Code provides that all directors should have access to the advice of the Company Secretary, who is accountable to the board through the Chair.

Shareholder and corporate matters. Share registry, transfers, option schemes, dividend administration, shareholder communications, and supporting corporate transactions. In investor-backed businesses this expands quickly, and it is the area private company appointments most often underestimate.

In-house, outsourced or fractional?

Three delivery models, and the right answer depends on board complexity rather than company size.

The mistake we see most often is choosing outsourced when the board needed advisory capability. Filings get done, the registers stay current, and then a conflicted transaction arrives and there is nobody whose job it is to say so. If your requirement includes anything in the governance advice category above, outsourcing will not meet it.

Where the candidates come from

Four pools, each with a characteristic strength and a characteristic gap.

Chartered Governance Institute qualified. The professional route — CGI UK & Ireland is the professional body, and its qualification is the recognised credential. Strongest on statutory compliance and process. Occasionally lighter on commercial judgement, particularly those who have only worked in large corporate secretariats where the role is narrower.

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 has absorbed it. Strong on filings, deadlines and the interaction 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 seeking 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 public company appointments, remember the directors’ obligation under section 271 to satisfy themselves as to knowledge and experience. Document how you did so — 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. It also tells the candidate what success looks like.

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 the combined element. Many private company roles combine company secretarial work with legal, compliance or finance responsibility. If yours does, say what proportion, because a career company secretary and a general counsel who will also run the secretariat are different appointments with different reward expectations.

Assessment: what to actually test

Technical knowledge is the easiest thing to verify and the least likely to fail. What fails is judgement and temperament — the role requires someone junior to the board to occasionally tell it that it is about to do something improper. Weight your questions accordingly.

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

The single 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 capitulate 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 evidence 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 hesitating. Someone supported by an outsourced provider will describe the provider — 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 versus a private one?”

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. PE-backed adds investor consent matters. Candidates who cannot distinguish these have worked in one setting and assumed it transfers.

What it costs

Reward varies more than most director-tier roles because the scope varies more. Four factors move the number.

Company type. Listed company secretariat commands a substantial premium over private, reflecting disclosure obligations, market abuse considerations and shareholder engagement. Regulated firms 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 against a pure company secretarial salary find their shortlist declines 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 reflects the additional duties and personal exposure that come with it.

Transaction exposure. Businesses heading toward a sale, IPO or significant fundraise pay more, because the workload is materially higher and the candidate is taking on visible risk.

Current UK benchmarks are set out in our directors’ salary guide. Fractional arrangements are typically priced on a monthly retainer against agreed days, and where the individual works through their own company the off-payroll working rules apply — HMRC’s guidance sets out the position and the determination is the client’s responsibility for medium and large private-sector businesses.

How long the search takes

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

Weeks one to two — brief and search. Agreeing the specification, reporting line and combined scope, then identifying candidates. Because the pool is smaller and more specialised than general director-tier recruitment, this stage benefits disproportionately from a search firm with existing relationships rather than an advertised approach.

Weeks three to five — shortlist and first interviews. Exec Capital typically delivers a shortlist within three to seven working days of the brief being agreed. Boards should expect to meet three to five candidates.

Weeks six to seven — second stage and references. The Chair should meet the leading candidates personally, whatever the formal reporting line. References should test the pushback question specifically.

Weeks eight to twelve — 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 role attracts regulatory approval requirements the timetable extends accordingly.

Five 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.

Combining the role without pricing it. Adding legal or compliance responsibility to a company secretarial brief without adjusting the package is the commonest reason offers are declined in this discipline.

Reporting to the wrong person. A Company Secretary reporting to the CEO cannot independently advise the board 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, acquisition or a listing within two years, appoint someone who has operated in that environment already.

Concealing the backlog. It always emerges, and it emerges 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 filing history 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. 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.

Frequently asked questions

Does a private limited company need a Company Secretary?

No. Section 270 of the Companies Act 2006 removed the requirement for private companies. 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?

In a private company, yes — though a sole director cannot also act as secretary where the articles require otherwise, and combining the roles weakens the independence that makes the position useful. In public companies the secretary must meet the qualification requirements in section 271.

What qualifications does a Company Secretary need?

For private companies, none are legally required. Chartered Governance Institute qualification is the standard professional credential, and many effective Company Secretaries come from legal or accountancy backgrounds. For public companies the directors must satisfy themselves the appointee has the requisite knowledge and experience, with qualifying routes listed in the Act.

Who does the Company Secretary report to?

To the board through the Chair. The Corporate Governance Code provides that all directors should have access to the Company Secretary’s advice. Reporting lines to the CEO or Finance Director are common in private companies but make independent advice harder to give.

Should we outsource instead of hiring?

Outsourcing suits pure compliance — filings and registers. It does not provide governance advice, board process improvement or someone in the room when a conflict arises. If your requirement extends beyond administration, a fractional or in-house appointment will serve you better.

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 bridge the gap.

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