Outsourced vs In-House Company Secretary

Most UK private companies start with outsourced company secretarial support, usually bundled with the accountant or a corporate services provider. It is cheap, it works, and for a business with three directors and no outside shareholders it is entirely adequate.

The question is when that stops being true — and boards typically answer it about a year later than they should, having discovered the gap during a transaction or a difficult board meeting. This article sets out what each model actually delivers, what it costs in more than money, and the specific triggers that should prompt a change.

What outsourcing genuinely covers

A corporate services provider will maintain your statutory registers, file your confirmation statement, process director appointments and resignations, record allotments and charges, and provide a registered office. Filing at Companies House will be timely and correct.

That is genuine value and it is delivered efficiently. Understand clearly what it is: administration of the record. It is not governance advice, and providers are careful to say so in their engagement terms.

What outsourcing does not cover, in most standard arrangements:

Board and committee support. Agendas, papers, attendance and minutes. Some providers offer this as an extra; most standard packages do not include it, and where they do the provider is not in the room for the discussion that produced the decision.

Governance advice in the moment. A director declares an interest mid-meeting, a resolution turns out to require shareholder approval, or a decision needs a paper trail nobody has prepared. Advice by email two days later is not the same service.

Judgement about the record. Minutes must evidence that directors considered the relevant matters and discharged their duties — companies must keep records of directors’ meetings and retain them for ten years under section 248 of the Companies Act 2006. Deciding how much detail belongs in them is a judgement call made by someone who understands the business.

Anticipation. A good internal appointment tells the board what is coming. An outsourced provider responds to instructions.

The three models compared

	Outsourced	Fractional	In-house
Delivers	Filings and registers	Filings, board support and advice	All of it, continuously
In the room	No	At board meetings	Yes, and between them
Relative cost	Lowest	Middle	Highest
Knows the business	Minimally	Reasonably	Fully
Suits	Founder-led, no outside shareholders	Investor-backed, growing, 4–6 board meetings a year	Listed, regulated, or complex group structures

The fractional option is the one boards most often overlook. An experienced company secretary working across several boards, typically two to four days a month, attends meetings, keeps the minutes properly and can be asked a question. It sits at a fraction of the cost of a permanent appointment and covers most of what growing private companies actually need.

The five triggers to move

External investment. The most common by a distance. Investor directors arrive with consent matters, reserved powers and an expectation that board process is documented properly. Outsourced filing does not meet that expectation, and the gap becomes visible at the second board meeting.

Independent directors joining. Non-executives rely on the record because they are not in the business day to day. They also expect access to governance advice that is not filtered through the executive — the UK Corporate Governance Code provides that all directors should have access to the Company Secretary’s advice.

A transaction in prospect. Due diligence exposes unminuted decisions, share allotments never filed and PSC registers that have not kept pace with ownership. Buyers price that risk. Fixing it beforehand is cheaper than discounting for it.

Regulatory permission. An FCA authorisation, a licence, or a public-sector contract with governance conditions. Someone internal has to own the compliance calendar and be answerable for it.

Board meetings becoming substantive. When meetings shift from monthly management updates to genuine strategic decisions with dissent recorded, the quality of the minute-taking stops being administrative and becomes evidential.

Cost, honestly compared

Comparing the three on headline price is misleading, because they are not the same service. A fairer comparison considers three things.

What the board’s own time is worth. Directors preparing their own papers, chasing their own agendas and drafting their own minutes is expensive labour applied to administrative work. In many businesses this cost alone approaches the fractional option.

The remediation cost. Bringing a neglected statutory record up to date is a project, not a task. Boards that leave it until a transaction pay for it under time pressure and with lawyers involved.

The value of advice not taken. Harder to quantify and usually the largest item. A decision taken without the governance question being raised is a risk carried unknowingly.

Where an individual is engaged through their own company on a fractional basis, the off-payroll working rules apply and, for medium and large private-sector clients, the status determination is the client’s responsibility — HMRC’s guidance sets out the position. Settle it before the engagement begins.

Making the switch well

Do not switch during a transaction. Changing provider or appointing internally mid-process adds risk at the worst moment. Do it a year ahead or wait until afterwards.

Audit the record first. Whoever takes over should begin by reconciling the statutory registers against reality and reviewing twelve months of minutes for gaps. Expect findings; the point is to have them documented rather than discovered.

Keep the provider for filings if you want to. A hybrid arrangement is entirely workable — internal or fractional support for board process and advice, an outsourced provider for routine filings and the registered office. Many well-run boards operate exactly this way.

Record the appointment properly. If someone is being appointed to the office rather than simply doing the work, the appointment must be made formally and filed. This sounds obvious and is frequently missed.

Frequently asked questions

Is outsourced company secretarial support enough?

For a founder-led private company with no outside shareholders, usually yes. It covers filings and registers efficiently. It does not provide board support, governance advice in the moment, or judgement about what belongs in the minutes.

When should a company bring the role in-house?

Most commonly when external investment arrives, when independent directors join the board, ahead of a transaction, on gaining a regulatory permission, or when board meetings become genuinely strategic rather than management updates.

What is a fractional company secretary?

An experienced company secretary working across several boards, typically two to four days a month. They attend meetings, take the minutes, advise the Chair and can be asked a question — at a fraction of the cost of a permanent appointment. It is the option growing private companies most often overlook.

Can we keep the outsourced provider and appoint internally too?

Yes, and many well-run boards do. The provider handles routine filings and the registered office; the internal or fractional appointment handles board process, minutes and advice. Just be clear which party is responsible for what, in writing.

Does the outsourced provider hold the office of Company Secretary?

Sometimes a corporate body is appointed as secretary; often nobody is formally appointed at all, which is lawful for a private company. Check what your arrangement actually is, because boards frequently assume the office is filled when it is not.