Outsourced vs In-House Company Secretary

Most UK private companies start with an outsourced company secretarial service, often bundled with the accountant or a corporate services provider. For a business with a handful of directors and no outside shareholders it is usually adequate: the filings go in on time, the registers are kept, and nobody needs to think about it. The question is when that stops being enough. Boards tend to find out later than they should — during due diligence, after an investor joins the board, or when a decision is challenged and the minutes do not show how it was reached.

This guide compares an outsourced company secretary with an in-house appointment: what each actually covers, what drives the cost, where the risks sit, how hybrid and part-time arrangements work, what changes for regulated and listed companies, and how to hire well when you decide to bring the role inside the business.

What an outsourced company secretarial service covers

A corporate services provider runs the administration of the statutory record. In a standard engagement that typically means:

• Statutory registers. Maintaining the registers of members, directors, secretaries, people with significant control (PSCs) and charges, or keeping the information on the central register at Companies House where the company has elected to do so.
• Companies House filings. The annual confirmation statement, director appointments and resignations, changes of registered office, share allotments, changes to PSCs and the filing of special resolutions and amended articles.
• Registered office and service address. Receiving statutory mail and forwarding it.
• Template documents. Standard board minutes and written resolutions for routine matters such as allotments or a change of auditor.

That is real value, delivered efficiently by people who do it every day. A good provider will rarely miss a filing deadline. But it is administration of the record, not governance advice, and most engagement letters say so. The provider acts on instructions; it does not sit in board meetings, it does not know the commercial context of a decision, and it is not in a position to tell the chair that a proposed resolution needs shareholder approval before the meeting rather than after.

Companies House requirements are also changing what providers do. Since 18 November 2025, identity verification has been a legal requirement for directors and PSCs: existing directors supply their personal code with the company’s next confirmation statement, and new directors must be verified on appointment — Companies House guidance sets out the timings. Verification can be done directly with Companies House or through an authorised corporate service provider (ACSP). Separately, the requirement for anyone filing on a company’s behalf to verify their identity or file through an ACSP has been postponed; Companies House has indicated it will not apply before November 2027 and that it will give at least six months’ notice. If you use an outsourced provider, check that it is registered as an ACSP and that the engagement covers chasing directors and PSCs for their verification.

What an in-house company secretary does that outsourcing does not

An internal company secretary does the administration too, but the reason to appoint one is everything around it. The Chartered Governance Institute UK & Ireland (CGI), the professional body for company secretaries, describes the role as a trusted adviser to the board: briefing directors on legal, regulatory and governance change, acting as a confidential sounding board for the chair and individual directors, and bringing independent insight to board discussion as well as running the meetings calendar, papers, minutes and actions (CGI fact sheet). In practice that means:

• Board and committee support. Setting the annual board calendar, agreeing agendas with the chair, getting papers out on time and in a usable form, attending meetings and tracking actions to completion.
• Minutes that evidence decision-making. Section 248 of the Companies Act 2006 requires every company to keep minutes of directors’ meetings for at least ten years. Minutes have to show that directors considered the relevant matters and discharged their duties, which is a judgement about content and emphasis that someone outside the room cannot make.
• Advice in the moment. A director declares a conflict mid-meeting, a resolution turns out to need shareholder consent, or an investor consent right is triggered by a decision nobody flagged. Advice by email two days later is not the same service.
• Anticipation. A good internal appointment tells the board what is coming — regulatory change, a confirmation statement date that clashes with a restructuring, a director whose term is ending.
• Subsidiary and group governance. Keeping a group’s entity structure, directorships and intra-group approvals in order, which becomes a significant job once there are more than a few companies.

The full scope of the in-house role, and how it differs between a private group and a listed company, is set out in our company secretary job description. Where the governance need is narrower — policy, board effectiveness, committee support without the statutory office — some organisations hire a governance manager instead; our comparison of the company secretary vs governance manager roles explains the difference.

Outsourced vs in-house company secretary: side by side

Comparing the models on headline price is misleading because they are not the same service. The table below sets out what each actually delivers, with the part-time option many growing companies use in between.

What drives the cost of each model

We do not quote market rates here because they vary widely with scope, sector and location, and any figure would be out of date quickly. What is more useful is understanding what moves the cost in each model.

Outsourced

Fees are driven by the number of entities, the volume of filings and how much is bundled. A single dormant subsidiary is cheap; a group with frequent share issues, option exercises and director changes generates a steady stream of chargeable work. Board minute drafting, meeting attendance and remediation of a neglected record are usually charged on top of the core fee, so the headline price can understate the real annual cost.

In-house

The cost is the salary and employment costs of the person, and that depends on the level you need. A company secretarial assistant maintaining registers for a private group is a very different hire from a qualified company secretary advising a listed board, who may also carry legal or committee responsibilities. Many in-house appointments sit alongside, or report to, the legal function — if the role is combined with legal leadership, the hire may be closer to a general counsel than a stand-alone company secretary.

The costs that do not appear on an invoice

• Directors’ time. Without board support, the CFO or CEO ends up preparing papers, chasing agendas and drafting minutes. That is expensive time spent on administration.
• Remediation. Bringing a neglected statutory record up to date is a project, not a task. Done under transaction pressure with lawyers involved, it costs far more than doing it calmly.
• Transaction discount. Buyers and investors price gaps in the record — unminuted decisions, unfiled allotments, PSC registers that have not kept pace with ownership — through price adjustments, warranties or retentions.

Where an individual is engaged through their own company on a part-time basis, the off-payroll working rules apply, and for medium and large private-sector clients the status determination is the client’s responsibility. Settle it before the engagement starts.

Risk and quality of the statutory record

Outsourced providers are generally strong on the things that are easy to check: deadlines met, forms correctly completed, registers in the right format. The risk lies in what they are not told. A provider can only file an allotment it knows about, and can only minute a decision it was asked to minute. The most common faults in private-company records are not filing errors but gaps: board decisions taken by email and never recorded, share transfers agreed between shareholders and never processed, PSC changes that followed an investment round months late.

In-house appointments carry a different risk: dependence on one person. If the company secretary leaves, knowledge of how decisions were made and where documents sit can leave with them. Good practice is a documented compliance calendar, a single repository for board papers and minutes, and someone else who understands the basics. If you suddenly lose your company secretary — through resignation, illness or a transaction — interim company secretary recruitment can cover the gap while you hire permanently.

Quality also depends on independence. The company secretary is there to serve the whole board, not just the executive. Non-executive directors in particular rely on the record because they are not in the business day to day, and they need governance advice that has not been filtered through management. An outsourced provider instructed by the finance team cannot offer that.

Hybrid and part-time models

The choice is rarely all-or-nothing. Many well-run private companies use a hybrid arrangement: an internal or part-time company secretary owns board process, minutes and advice, while an outsourced provider continues to handle routine filings, the registered office and dormant subsidiaries. It plays to each party’s strengths and keeps the cost of the senior appointment focused on the work that needs judgement.

A part-time company secretary — an experienced practitioner working a set number of days a month across several boards — attends meetings, keeps the minutes properly and can be asked a question between meetings. For investor-backed companies with a formal board meeting cycle, this often covers most of what is needed without a full-time salary, and it is one of the arrangements we set up through company secretary recruitment alongside permanent hires.

Hybrids work when responsibilities are written down. Agree in writing who maintains the registers, who files what and by when, who drafts minutes, who holds the minute books and who chases directors for identity verification. Most problems with hybrid arrangements come from tasks each party assumed the other was doing.

Regulated firms, listed and public companies

The legal position differs sharply between private and public companies. Under section 270 of the Companies Act 2006, a private company is not required to have a company secretary; if it has none, the secretary’s functions can be carried out by a director or a person the directors authorise. Under sections 271 and 272, a public company must have a secretary, and the Secretary of State can direct a public company to appoint one. Section 273 requires the directors of a public company to take all reasonable steps to ensure the secretary appears to have the requisite knowledge and experience and holds one of a list of qualifications — for example, having been secretary of a public company for three of the previous five years, membership of a named professional body (including the ICAEW, ACCA, CIMA and the body now known as CGI), or being a barrister or solicitor (Companies Act 2006, Part 12).

Listed companies face further expectations. The UK Corporate Governance Code, which applies to financial years beginning on or after 1 January 2025, expects all directors to have access to the advice of the company secretary, and makes the secretary’s appointment and removal a matter for the whole board. That is very hard to deliver through a provider that is not part of the organisation, which is why listed companies almost always have an in-house company secretary, often supported by a team.

FCA-regulated firms are in a similar position in practice. The company secretary is not itself a senior manager function, but under the Senior Managers and Certification Regime board and committee minutes are a primary source of evidence that senior managers took reasonable steps and that the board exercised oversight. Firms going through authorisation, or adding approved persons to the board, generally need someone internal who owns the governance calendar, the committee terms of reference and the quality of the record.

When to switch from outsourced to in-house

The triggers we see most often are:

• External investment. Investor directors arrive with consent matters, reserved powers and information rights, and expect board process to be documented properly. The gap usually shows by the second board meeting.
• Independent directors joining. Non-executives need a record they can rely on and someone they can ask.
• A transaction in prospect. Due diligence exposes every gap in the record. Fixing it a year ahead is cheaper than discounting for it — our guide to the company secretary in an M&A process covers what buyers look for.
• Regulatory permission. FCA authorisation, a licence or a public-sector contract with governance conditions.
• Group complexity. Multiple subsidiaries, overseas entities or frequent restructuring.
• Substantive board meetings. When meetings move from management updates to contested strategic decisions, minute-taking stops being administrative and becomes evidential.
• Re-registration as a public company or a planned listing. At that point a qualified secretary is a legal requirement, not a choice.

Timing matters. Avoid changing arrangements in the middle of a transaction; it adds risk at the worst moment. Whoever takes over should start by reconciling the statutory registers against reality and reviewing at least a year of minutes for gaps, so that findings are documented rather than discovered by a buyer. And if someone is being appointed to the office of secretary rather than simply doing the work, make the appointment formally and notify Companies House — boards frequently assume the office is filled when it is not.

How to hire an in-house company secretary

Once the decision is made, the hire itself needs the same discipline as any senior appointment. Our full guide on how to hire a company secretary covers the process in detail; the points that matter most are:

• Define the level. Decide whether you need a technician to own the record, an adviser to the chair, or both. The answer sets the experience, qualification and salary you are hiring for.
• Check qualifications against the requirement. For a public company, confirm the candidate meets section 273. For others, CGI membership, a legal qualification or a relevant accountancy qualification is a sensible baseline.
• Match sector experience. Listed, regulated, PE-backed and charity governance each have their own rhythms. Experience of your board type shortens the learning curve.
• Test judgement, not just process. Ask candidates how they would handle a conflicted director, a contested minute or a chair who wants to bypass the board. The answers separate administrators from advisers.
• Involve the chair. The company secretary works most closely with the chair and serves the whole board. The chair should meet shortlisted candidates, and the board should approve the appointment.
• Plan the handover. Agree what the outsourced provider will hand over, by when, and what (if anything) it will keep doing.

If you would rather not run the search yourself, our company secretary search team can scope the role with you, test the market and put forward candidates on permanent, interim or part-time terms.

Frequently asked questions

Does a private company need a company secretary?

No. Since the Companies Act 2006, a private company is not required to have one unless its articles say otherwise. The secretarial functions still have to be done, by a director or someone the directors authorise.

Is an outsourced company secretarial service enough?

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

Can an outsourced provider hold the office of company secretary?

Yes, a corporate body can be appointed as secretary. Often, though, nobody is formally appointed at all. Check what your arrangement actually is and what Companies House shows.

Can we keep our provider and appoint someone internally?

Yes. Many boards use the provider for routine filings and the registered office, and an internal or part-time company secretary for board process and advice. Set out in writing who is responsible for what.

Does identity verification apply to company secretaries?

The verification requirement that took effect on 18 November 2025 applies to directors and PSCs. Requirements for people who file on a company’s behalf have been deferred, so check the current Companies House guidance before relying on any date.