Company Secretary Recruitment

What Does a Company Secretary Do?

The statutory functions of a Company Secretary are set out in the Companies Act 2006, which removed the legal requirement for private companies to appoint a Company Secretary but retained the role as mandatory for public companies. In practice, most businesses of any meaningful scale — whether private or public — appoint a Company Secretary because the governance, compliance, and board management work the role covers is substantial and consequential.

The core statutory and governance responsibilities of a Company Secretary include:

• Maintaining the company’s statutory registers — register of members, register of directors and secretaries, register of persons with significant control (PSC register), and register of charges
• Filing annual confirmation statements, accounts, and other required documents at Companies House
• Ensuring the board operates in compliance with the company’s Articles of Association and any applicable governance code
• Managing the AGM and any general meetings — notice periods, quorum requirements, proxy voting, resolutions, and minutes
• Preparing and circulating board and committee papers, agendas, and minutes
• Managing director appointments, resignations, and disclosures to Companies House
• Administering share transfers, share allotments, and dividend payments
• Advising the board and individual directors on their legal duties and governance obligations
• Liaising with the company’s lawyers, auditors, registrar, and — for listed companies — its nominated adviser (Nomad) or sponsor

Beyond the statutory minimum, the most senior Company Secretaries operate as the board’s principal governance adviser — managing board effectiveness reviews, running induction programmes for new directors, advising on the application of the UK Corporate Governance Code, and providing the Chairman with independent counsel on board dynamics and governance standards.

Company Secretary Qualifications: What to Look For

The primary professional qualification for UK Company Secretaries is awarded through The Chartered Governance Institute UK & Ireland (CGI) — formerly the Institute of Chartered Secretaries and Administrators (ICSA) — whose Chartered Governance Qualifying Programme leads to Chartered Secretary or Chartered Governance Professional status. CGI membership designations include:

• ACIS — Associate of the Chartered Governance Institute. The standard entry-level qualification for practising Company Secretaries, requiring completion of the CGI’s qualifying programme and relevant practical experience.
• FCIS — Fellow of the Chartered Governance Institute. The senior designation, awarded to ACIS members who have demonstrated sustained senior-level governance experience and professional contribution.

For listed company and regulated entity appointments, CGI qualification (or an equivalent professional qualification) is effectively essential — section 273 of the Companies Act 2006 requires the directors of a public company to take all reasonable steps to ensure the Company Secretary has the requisite knowledge and experience and holds a recognised qualification or equivalent experience, and the Nomad or sponsor will scrutinise the appointment as part of their ongoing regulatory relationship with the company.

For private company appointments, the picture is more flexible — many excellent private company Company Secretaries are qualified solicitors, accountants, or governance professionals without a specific CGI qualification. The critical assessment is whether the candidate has the depth of company law knowledge, the Companies House procedural experience, and the board-level credibility that the role demands, regardless of the specific qualification route they took to develop it.

Additional qualifications and memberships that are relevant in specific contexts include:

• Solicitor or barrister qualification: Company Secretaries from a legal background are common at listed companies and in sectors with significant regulatory overlay — financial services, healthcare, and energy. Legal training is a material advantage in complex M&A, corporate restructuring, and regulatory disclosure situations.
• ACA or ACCA qualification: Accountancy-qualified Company Secretaries are particularly well suited to roles where the governance work intersects heavily with financial reporting, audit committee support, and investor relations.
• SMCR knowledge: Company Secretary is not itself a senior management function under the Senior Managers and Certification Regime (SMCR), so the role does not normally need FCA pre-approval. At FCA-regulated firms, though, the Company Secretary typically supports the board on Statements of Responsibilities, approval applications and governance records, so working knowledge of the regime is a material advantage.

Company Secretary Recruitment for Listed Companies

Listed company Company Secretary recruitment is among the most technically demanding senior appointments in UK governance. The FTSE 350 Company Secretary operates at the intersection of corporate law, regulatory compliance, investor relations, and board management — and is typically one of the most senior individuals in the organisation below the C-suite. The role carries significant personal responsibility given the Company Secretary’s obligations under the Companies Act, the UK Listing Rules, the DTR (Disclosure Guidance and Transparency Rules), and the Market Abuse Regulation.

Key competencies for a listed company Company Secretary appointment include:

• Direct experience of listed company governance — ideally on the Main Market or AIM, with working knowledge of the UK Listing Rules, the DTR, and the Market Abuse Regulation (MAR)
• Proven experience of managing a full annual governance cycle — AGM, reporting season, board effectiveness review, and Annual Report governance disclosures
• Confidence and authority in the boardroom — listed company Company Secretaries advise the Chairman, brief NEDs, and manage board dynamics directly
• Experience of managing the Nomad or sponsor relationship for AIM companies, or the FCA relationship for Main Market companies
• Ability to manage complex multi-stakeholder processes including shareholder circulars, scheme documents, rights issues, and takeover panel interactions

For AIM-quoted businesses, the AIM Rules for Companies set out specific obligations that the Company Secretary typically manages — including the requirements for timely disclosure of inside information and the ongoing engagement with the Nomad. A Company Secretary who has worked across multiple AIM companies brings a breadth of experience that is difficult to replicate from within a single business.

Company Secretary Recruitment for PE-Backed Businesses

Private equity-backed businesses have specific governance requirements that fall outside the standard private company Company Secretary brief. The PE board meets more frequently than a typical private company board, the reporting requirements are more intensive, and the governance documentation — board minutes, investment committee papers, management accounts packs — is scrutinised by the investor in a way that most private companies do not experience.

Company Secretaries in PE-backed businesses typically manage:

• Frequent board and committee meetings with sophisticated investor representation — requiring a higher standard of preparation and minuting than a typical private board
• Complex constitutional documentation — including shareholders’ agreements, articles of association with investor-specific provisions, and tag-along and drag-along mechanics
• Share scheme administration — EMI options, growth shares, ratchets, and carried interest structures are common in PE-backed businesses and require precise secretarial management
• Exit process support — data room preparation, due diligence management, and the governance documentation that a buyer’s legal team will scrutinise during the acquisition process
• Subsidiary governance across complex group structures — PE-backed businesses often operate multi-entity structures that require consistent governance administration across multiple companies

For PE-backed business executive and board appointments more broadly, see our private equity recruitment capability.

Interim Company Secretary Recruitment

Interim Company Secretary appointments are among the fastest-moving requirements Exec Capital handles. The triggers are typically urgent — a sudden departure, a planned leave, a transaction that requires experienced governance support, or a business that has outgrown its existing governance arrangements faster than anticipated. In each case, the interim appointment needs to be in place quickly, with the governance work continuing without disruption.

Exec Capital maintains a network of experienced interim Company Secretaries — ACIS and FCIS qualified, with listed and private company experience — who can often start at short notice. For a fuller overview of how interim assignments work, see our dedicated interim Company Secretary recruitment page.

Typical interim Company Secretary assignments include:

• Covering a planned maternity or paternity leave with a qualified interim who can manage the full governance cycle independently
• Providing governance support during an IPO, a significant M&A transaction, or a PE investment process where the existing Company Secretary needs experienced reinforcement
• Bridging a period between permanent appointments — ensuring statutory compliance is maintained and board work continues without interruption
• Supporting a business through its first AGM, its first regulatory submission, or its first formal board governance cycle after a period of rapid growth
• Providing a senior governance resource for a business that does not yet need a full-time Company Secretary but has a specific compliance requirement that cannot wait for a permanent hire

For other interim C-suite and senior appointments, see our interim executive recruitment service.

Company Secretary Salaries and Market Rates

Company Secretary compensation varies significantly with the size and complexity of the business, the scope of the role, and the qualification and experience level of the candidate. As a broad guide to how pay scales across UK Company Secretary appointments:

• Assistant Company Secretary — private company: the entry point to the profession, with pay reflecting qualification stage and the volume of filings and board support involved
• Company Secretary — private company (SME to mid-market): pay reflects the size of the group, the number of subsidiaries and whether the role carries legal or HR responsibilities alongside governance
• Company Secretary — PE-backed mid-market: typically a higher base than an equivalent private company, usually with a performance bonus and sometimes participation in the management equity plan
• Company Secretary — AIM-quoted company: priced for listed-company obligations, including MAR, the Nomad relationship and the AGM cycle
• Company Secretary — FTSE 350: the top of the market, usually with significant bonus, LTIP and pension elements alongside base salary
• Interim Company Secretary — day rate: set by seniority, sector and urgency; IR35 status is assessed for each assignment

These descriptions are indicative. Actual compensation depends on the specific responsibilities of the role, the candidate’s background, and the business’s sector and location. Exec Capital provides market rate guidance as part of every search brief. For broader executive compensation context, see our CEO salary guide and CFO salary guide.

Company Secretary vs General Counsel: Understanding the Boundary

A question that arises frequently — particularly in financial services and regulated businesses — is whether to appoint a Company Secretary, a General Counsel, or a combined Company Secretary and General Counsel. The distinction matters for the brief and for the candidate profile.

The Company Secretary function is principally a governance and compliance role — statutory filings, board administration, corporate governance advice, and Companies House obligations. The General Counsel function is principally a legal advisory role — commercial contracts, litigation, regulatory matters, and legal risk management. In smaller businesses, the two functions are commonly combined in a single role filled by a solicitor or barrister with governance training.

In larger businesses — typically above £100m revenue or with significant regulatory complexity — the two roles are usually held separately, because the volume of work in each is sufficient to occupy a full-time senior professional. The combined role works well where the Company Secretary has a strong legal background and the legal work is predominantly governance-adjacent, or where the General Counsel is prepared to manage the administrative Company Secretary obligations alongside their legal advisory work.

When briefing Exec Capital on a Company Secretary requirement, clarity on whether the role is pure Company Secretary, combined Company Secretary and General Counsel, or Company Secretary with a strong legal advisory element determines the candidate profile significantly.

Exec Capital’s Company Secretary Search Process

Company Secretary appointments require a different search approach to most executive roles. The candidate pool is relatively small — especially at the senior end — and the best candidates are typically known to the governance community through their CGI networks, through the NED and Chairman relationships they have built, and through their track record at well-regarded businesses. They are not, in most cases, actively looking for a new role and will not apply to a job advertisement.

Our search process for Company Secretary appointments:

1. 1. Brief and scoping: We work with the Chairman or CEO to define the precise scope of the role — statutory responsibilities, board management, advisory contribution, reporting line, and remuneration. We will ask about the board’s current governance maturity, the volume and complexity of the secretarial work, and whether the priority is technical compliance expertise or boardroom advisory capability — because the ideal candidate profile differs significantly between those two priorities.
   2. Network search and targeted outreach: We identify candidates through our governance network — including former Company Secretaries we have placed, CGI-connected professionals in our network, and targeted outreach to individuals whose experience matches the brief precisely. We do not rely on job board applications for Company Secretary searches.
   3. Qualification and experience assessment: We assess all candidates against the specific requirements of the brief — including CGI or equivalent qualification, relevant company type experience (listed, PE, private), and the personal characteristics that determine whether a Company Secretary will be effective in the specific board environment.
   4. Candidate presentation: We present two to four candidates with full briefing notes covering their governance experience, their track record of managing specific types of complexity (AGMs, transactions, regulatory submissions), and our assessment of their fit with the board culture and the specific demands of the role.
   5. Appointment and transition: We support the appointment process and — where relevant — advise on transition arrangements to ensure statutory compliance is maintained through any handover period.

Frequently Asked Questions

Is a Company Secretary legally required for a private UK company?

Since the Companies Act 2006, private companies are no longer legally required to appoint a Company Secretary. Public companies — including those listed on the Main Market or AIM — are still required to have one. However, the governance work that a Company Secretary covers is substantial regardless of the legal requirement, and most businesses of any meaningful scale appoint one because the alternative — distributing the statutory compliance, board administration, and governance advisory work across existing management — is less efficient and less reliable.

What is the difference between a Company Secretary and a company secretarial service provider?

A company secretarial service provider — typically a law firm, accountancy firm, or specialist governance firm — provides outsourced Company Secretary services on a contracted basis, handling statutory filings, maintaining registers, and managing routine compliance. An employed Company Secretary is a senior individual who provides all of this as well as the board management, governance advisory, and director-facing work that requires a regular, trusted presence in the business. For most businesses of any complexity, an employed Company Secretary — permanent or interim — provides more consistent and higher-quality governance support than an outsourced service provider.

How long does a Company Secretary search take?

It depends on the seniority of the role, the notice periods of the strongest candidates and how quickly the board can meet a shortlist. A permanent search takes longer than an interim appointment, which can often be arranged at short notice where a suitable interim is available. We agree the timetable with you at briefing rather than promising a fixed timescale.

Should the Company Secretary report to the CEO or the Chairman?

This is one of the most important governance decisions for any business appointing a Company Secretary. The UK Corporate Governance Code states that the Company Secretary should be accessible to all directors and that their removal should be a matter for the full board rather than the CEO alone — signalling that the role requires a degree of independence from executive management. In practice, most Company Secretaries have a day-to-day reporting line to the CEO or CFO for operational purposes, while maintaining a direct relationship with the Chairman on board governance matters. The dual relationship is important and should be clearly established from the outset of the appointment.

Can a director also act as Company Secretary?

The Companies Act 2006 did not carry forward the old 1985 Act rule that a sole director could not also be the Company Secretary. However, section 280 provides that anything required to be done by a director and the secretary is not satisfied by the same person acting in both capacities. A director can act as Company Secretary, but this is unusual in practice because it creates a concentration of governance responsibilities that most boards and investors would consider inappropriate. For any business with a functioning board, the Company Secretary role is best held by a dedicated individual who is not also a board director.