The Company Secretary in an M&A Process

A transaction is the moment a company’s governance record stops being an administrative matter and becomes a commercial one. Gaps that nobody minded for five years are found by a buyer’s solicitors in a fortnight, and they arrive back at the board as warranty requests, escrow retentions or a reduced price.

This article covers what the Company Secretary actually does through a sale or acquisition, what buyers look for, the extra rules that apply when the target is listed, regulated or in a sensitive sector, and what to fix before a process begins rather than during one. It is written for owners, finance directors and boards who expect a transaction in the next year or two and want to know whether their company secretarial function is ready for it.

Before the process: the record

The single most valuable contribution is made twelve months before anyone opens a data room. A buyer’s first legal request list will ask for the statutory books, the articles, every shareholder and board resolution, and the full Companies House filing history. If those documents tell a consistent story, diligence moves on to the commercial questions. If they do not, the lawyers stay on the corporate record and the clock runs. Five things should be reconciled.

The statutory registers against reality. Members, directors, secretaries, charges and the register of people with significant control (PSCs). In businesses that have issued shares to employees, brought in investors or restructured, these frequently diverge from what people believe. The PSC register deserves particular attention: under the Companies House PSC guidance, changes must generally be recorded and notified no later than 14 days after the company has confirmed them, and a buyer will compare it line by line with the register of members and the share history.

Filing history at Companies House. Late filings, missing confirmation statements, allotments never registered, charges not satisfied on the register long after repayment. Each is small; collectively they signal an organisation that does not attend to detail. Most can be corrected with a late filing or a satisfaction of charge, but corrected twelve months out they are history; corrected during diligence they are a disclosure item.

Share history. Every issue, transfer and buyback, with board and shareholder authority documented for each. This is where transactions most often stall — a buyer cannot verify who owns what if the paper trail is incomplete. Typical problems are allotments made without a valid authority or without pre-emption being dealt with, buybacks paid for in a way the Companies Act does not permit, and transfers that were agreed but never stamped or entered on the register.

Option and incentive schemes. Grant documentation, exercise conditions, valuations and whether the scheme rules were followed. Employee schemes are a common source of unpleasant surprises, particularly where options were granted informally, where tax-advantaged status depends on notifications that may not have been made, or where the scheme rules say something different about a change of control from what employees have been told.

Board minutes. Companies must keep records of directors’ meetings and retain them for at least ten years under section 248 of the Companies Act 2006. Buyers read them, and they read them looking for decisions that were taken but never recorded, and for decisions recorded without the information a board would need to have made them properly.

The practical output of this phase is a clean set of statutory books, a reconciled share capital table that ties back to the filings, and a minute book that a stranger could read and follow. That is what a company secretary appointment made ahead of a sale should be judged on.

What buyers actually look for

Buyers and their advisers are not marking the record for neatness. They are testing whether the seller can actually deliver what is being sold, and whether decisions that affect value were taken with proper authority. The table below sets out the checks that come up most often and what a gap typically costs.

What they check	What a gap costs
Clean title to the shares being sold	Delay, indemnities, occasionally a rectification application
Authority for material decisions	Warranty requests and specific indemnities
Consistency between minutes and accounts	Deeper diligence, extended timetable, higher fees
Conflicts properly declared and recorded	Questions about related-party arrangements
Option schemes correctly operated	Escrow retention pending resolution
PSC register matching the ownership chain	Follow-up questions on control, sometimes late filings before completion

None of these individually kills a deal. What they do collectively is shift the buyer’s assessment of risk, and risk is priced. A seller whose record is in order negotiates from a stronger position simply because there is less to argue about. The disclosure letter is shorter, the specific indemnities list is shorter, and the time the lawyers spend on the corporate record — which the seller is usually paying for on its own side — falls.

There is also a softer signal. A buyer reading the minute book is forming a view of how the business is run. A record showing a board that met regularly, considered papers, challenged management and recorded its reasoning supports the management team’s credibility in a way no presentation can. A record that is thin, irregular or obviously written after the event does the opposite.

During the process

Once a transaction is live the Company Secretary’s role changes character, and three responsibilities dominate.

The data room. Assembling corporate documents, verifying they are complete and current, and managing what is disclosed and when. Disclosure has legal consequences — what is properly disclosed qualifies the warranties — so this is not an administrative task delegated downward. The corporate section of a well-run data room usually holds the certificate of incorporation and any change of name, the current articles and every special resolution, the full set of statutory registers including the PSC register, the share capital history with supporting resolutions and filings, board and shareholder minutes, and the documents for every charge and option scheme. The Company Secretary should know which of those are originals, which are copies, and which are missing.

Board process under pressure. Transactions generate frequent decisions on compressed timetables, often between scheduled meetings. Written resolutions, short-notice meetings, quorum where directors are conflicted, and a record that will be scrutinised later. Getting this right while everyone is moving quickly is the core of the job. Each key step — approving the engagement of advisers, approving heads of terms, entering exclusivity, approving the disclosure letter and authorising signature — should be minuted with the information the board had in front of it.

Conflicts. Management participating in a buyout, directors with shareholdings on different terms, a non-executive connected to the buyer. Each needs declaring, recording, and in some cases the director excluding themselves from the decision. The Company Secretary is usually the only person whose job it is to raise this. Where the articles allow the board to authorise a conflict, the authorisation itself has to be properly given and minuted; where they do not, shareholder approval may be needed.

Alongside these, the Company Secretary normally keeps the transaction’s own housekeeping in order: the insider or confidentiality list, the board pack archive, signing logistics and the conditions precedent checklist, working closely with the finance lead and, on a buy-side deal, with whoever is running corporate development or M&A.

Listed, regulated and sensitive-sector targets

Most owner-managed sales involve only company law and the sale agreement. Some transactions bring in additional regimes, and each adds work that lands on the Company Secretary.

The Takeover Code

Offers for companies within the scope of the Takeover Code are supervised by the Takeover Panel. Following changes that took effect on 3 February 2025, the Panel explains that the Code applies to UK-registered companies whose securities are admitted to trading on a UK regulated market or multilateral trading facility, with a transitional period for certain other public and private companies that were previously caught, ending no later than 2 February 2027. Where the Code applies, the timetable, announcements, board opinion on the offer and handling of inside information are tightly prescribed, and the Company Secretary is central to keeping the board’s process and record in line with it.

The UK Listing Rules

Listed acquirers and targets are subject to the FCA’s UK Listing Rules. Under the regime that took effect on 29 July 2024, the FCA’s policy statement PS24/6 confirms that commercial companies no longer need shareholder approval for significant transactions, but must make market notifications for transactions at or above the 25% class test threshold, while reverse takeovers still require an FCA-approved circular and prior shareholder approval. Running the class tests, preparing the notifications and making sure the board has approved them is typical Company Secretary work in a listed group.

National security screening

Under the National Security and Investment Act 2021, acquisitions of entities active in 17 sensitive areas of the economy — including defence, energy, transport, communications and advanced materials — must be notified to the government and approved before completion where the acquirer crosses set thresholds. The government guidance on acquisitions sets those thresholds at moving above 25%, above 50% or to 75% or more of shares or votes, and states that a notifiable acquisition completed without approval is void, with civil penalties of up to 5% of worldwide turnover or £10 million, whichever is greater. The legal advisers will make the call on whether a filing is needed, but the Company Secretary is often the person who first spots that the target’s activities might bring it into scope, and who makes sure completion does not happen before clearance.

FCA-regulated firms

Where the target is authorised by the FCA, a buyer acquiring or increasing control generally needs the regulator’s approval before completion, and any new holders of senior manager functions need approval before they take up post. That changes the completion timetable and the board composition plan, and it makes accurate records of who controls the firm even more important.

Completion and afterwards

The work does not end at signing. Completion generates a substantial governance workload: share transfers registered, stock transfer forms stamped where stamp duty is due, registers updated, director appointments and resignations filed, charges registered or released, and the registered office or accounting reference date changed where the acquirer requires it. In Companies House terms, a typical completion checklist includes:

• AP01 and TM01 for directors appointed and resigning at completion, and AP03 or TM02 if the company secretary changes.
• PSC01, PSC02 and PSC07 (or PSC04 for changes) to record the new person or relevant legal entity with significant control and remove the sellers, with the PSC register updated to match.
• SH01 where shares are allotted as part of the deal, for example on a share-for-share exchange or an investor subscription, within one month of the allotment.
• MR01 and MR04 for new security granted to the buyer’s lenders and for satisfaction of the seller’s old charges.
• AD01 and AA01 where the registered office or accounting reference date moves to fit the acquirer’s group.
• CS01 at the next confirmation statement date, which is where the new shareholder position and any outstanding identity verification statements are picked up.

Where a group is acquiring, the target’s board needs reconstituting, its articles may need replacing, and its governance framework aligning with the group’s — delegated authorities, subsidiary board calendars, intra-group policies. This post-completion phase is routinely under-resourced because everyone involved is exhausted, and it is where filings get missed. It also overlaps with the people side of integration, which our guide to pre-exit and M&A hiring covers from the leadership angle.

Identity verification: a new step on the completion checklist

Since 18 November 2025, identity verification at Companies House has been a legal requirement for directors and PSCs. According to the Companies House announcement, new directors must verify their identity before they can be appointed, and must supply their personal code when the appointment is filed. Existing directors and PSCs were given a 12-month transition, tied to the company’s confirmation statement for directors, and individuals registered as PSCs after 18 November 2025 must provide their verification details no later than 14 days after registration. Requirements for corporate directors and for officers of corporate PSCs are being phased in separately, so the current position should be checked with Companies House at the time of the deal.

For a transaction, this matters in a very practical way. If the buyer’s nominee directors have not verified before completion, their appointments cannot be filed, and the board the buyer expects on day one does not exist on the public register. The same applies to new individual PSCs further up the acquirer’s structure. A good Company Secretary now collects verification codes as part of the conditions precedent rather than chasing them after signing, and checks the sellers’ side too, because an unresolved verification gap on an existing director can hold up the confirmation statement.

Having been through a number of transactions from the finance side, Adrian Lawrence FCA makes a related point about the record as a whole. The pattern to watch for is a company secretarial function outsourced for filings only, with nobody attending to the board record for years. The registers are current because the provider maintained them; the minutes are thin because nobody was in the room whose job it was to write them properly. Buyers notice the second more than the first. A complete register with a threadbare decision record tells them the governance was administrative rather than real, and twelve months of proper minute-taking before a process is one of the cheapest things a selling shareholder can do.

Do you need someone in post, or support?

Three practical options for a business heading toward a transaction without an established company secretarial function.

Corporate finance advisers and lawyers. They will run the transaction, and their teams will handle much of the documentation. What they will not do is know your history, or have been in the board meetings that produced the decisions now being examined. Their time is also considerably more expensive per hour. Where the business has an in-house lawyer, the relationship between legal and company secretarial work needs to be clear before the deal starts; some groups combine the roles under a General Counsel, others keep them separate.

A fractional or interim company secretary. Frequently the right answer for a business twelve to eighteen months out. Someone experienced attending board meetings a few days a month, tidying the record, and present through the process — at a fraction of the cost of a permanent appointment. Where the need is more concentrated, for example a live deal with no in-house function at all, an interim Company Secretary can work full time through signing and completion and then hand over.

A permanent appointment. Justified where the business will remain independent with an active board, or where the transaction is the start of an acquisition strategy rather than an exit. Our guide on how to hire a Company Secretary covers the process, and the outsourced versus in-house comparison sets out where each model fits.

Whichever route you take, look for transaction experience specifically. Running a tidy annual cycle of board meetings and filings is a different skill from managing a data room, working to a lawyer’s completion checklist and handling conflicted directors under time pressure. Ask candidates which deals they have worked on, what their role was at completion, and what went wrong. If you want help scoping or filling the role, our Company Secretary search team works on permanent, interim and fractional appointments.

One point on timing: do not change company secretarial arrangements during a live process. Switch a year ahead, or wait until after completion.

Frequently asked questions

What does a Company Secretary do in a sale process?

Prepares and verifies the corporate documents for the data room, manages board process and minutes through a compressed timetable, handles conflicts and declarations of interest, and completes the filings and register updates that follow completion.

How far ahead should a company prepare its statutory record?

Twelve months where possible. Reconciling registers, filing history, share transactions, option schemes and board minutes takes time, and doing it under transaction pressure with lawyers billing is considerably more expensive.

What governance problems most often affect deal value?

Incomplete share transaction history, decisions taken without recorded authority, option schemes not operated in accordance with their rules, and undeclared conflicts. Individually manageable; collectively they raise the buyer’s assessment of risk, which is priced.

Can our lawyers handle this instead?

They will run the transaction and produce the documentation. What they cannot do is know the company’s history or have been present for the decisions now under examination. Most sellers use both, with the Company Secretary handling the corporate record and the lawyers the deal.

Does Companies House identity verification affect completion?

Yes. New directors must verify their identity before they can be appointed, so the buyer’s nominees should obtain their personal codes before completion. New individual PSCs also have to provide verification details shortly after registration.

What happens to the Company Secretary after completion?

In a trade sale into a group, the target’s governance is usually absorbed and the role may not continue. In a private equity transaction the requirement typically increases, because investor directors bring reporting obligations and consent matters that need administering properly.