Top Interview Questions for Company Secretary Candidates

A Company Secretary interview is not a test of administrative competence. It is a test of judgement under governance pressure — whether the candidate will tell a board something it does not want to hear, whether they know where the statutory line falls, and whether they can be relied upon when a director asks them to record a decision differently from how it was taken.

This guide sets out the questions that surface those qualities, what a strong answer sounds like in each case, and what candidates should ask in return. It is written by a firm that runs these searches — Company Secretary recruitment — for UK boards.

First, the role this is not

A Company Secretary is a governance professional, not a secretary in the administrative sense, and the two roles share nothing but a word. The Company Secretary maintains the statutory registers, manages filings at Companies House, administers board and general meetings, keeps the minutes, advises on directors’ duties and conflicts, and is frequently the person a Chair turns to first when something looks wrong.

Worth knowing before you write the brief: since the Companies Act 2006, a private company is not required to appoint a Company Secretary at all, while a public company must, under section 271. That means many private companies appoint one because they have concluded they need the governance capability — which usually signals a specific trigger, such as investment, acquisition activity or a board that has outgrown informality. Establish what your trigger is, because it should shape the whole interview.

The five areas worth testing

Area	What you are testing	Warning sign
Statutory compliance	Whether they own filings or chase them	Cannot describe their own filing calendar
Minutes and records	Judgement about what is recorded	Treats minutes as transcription
Advising the board	Willingness to say no to a director	No example of pushing back
Conflicts and confidentiality	Handling of sensitive information	Over-shares about previous employers
Environment fit	Listed, private, PE-backed or regulated	Assumes all boards run the same way

Questions on statutory compliance

“Walk me through your filing calendar in your current role, from memory.”

Confirmation statement, annual accounts, PSC register changes, director appointments and resignations, allotments and charges. Someone who owns this recites it without hesitating. Someone who has been supported by an outsourced provider will describe the provider instead — which is not disqualifying, but tells you what you would be hiring.

“Tell me about a filing that went wrong, or nearly did.”

Everyone with real experience has one. The useful part is what they changed afterwards. A candidate who has never had a near miss has either not held the responsibility or is not telling you about it.

Questions on minutes and board records

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

The single most revealing question in the set. Minutes are a legal record — section 248 of the Companies Act 2006 requires companies to keep records of directors’ meetings and to retain them for ten years. A strong answer distinguishes between correcting an inaccuracy, which is proper, and rewriting what happened, which is not, and describes how they would raise it with the Chair rather than resolving it privately with the director.

“How much detail belongs in a set of board minutes?”

There is no single right answer, which is why it works. Look for someone who understands the tension: minutes must evidence that directors discharged their duties and considered the relevant matters, without creating an unnecessarily detailed record that could be unhelpful in litigation or regulatory review. Candidates who have thought about this have usually been through something.

Questions on advising the board

“Describe a time you told a director they could not do something. How did it end?”

The role has authority without hierarchy — the Company Secretary is usually junior to the people they advise. A candidate who cannot produce an example has either never been tested or has learned to accommodate. Both are risks.

“What would you do if the Chair and the CEO gave you conflicting instructions?”

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. A strong candidate knows their line runs to the Chair and can say so without sounding as though they relish the confrontation.

Questions on environment and qualifications

“What is different about running governance in a listed company versus a private one?”

Listed governance brings market disclosure obligations, share dealing rules and shareholder engagement. Private company governance is lighter in obligation but often harder in practice, because there is less structure and more informality to manage. PE-backed boards add investor reporting and consent matters. A candidate who cannot distinguish these has worked in one setting and assumed it generalises.

“What is your professional qualification and how current is it?”

Chartered Governance Institute qualification — the professional body is CGI UK & Ireland — is the standard credential, though experienced practitioners from legal or accountancy backgrounds are common and often excellent. What matters more than the letters is whether they have kept up: governance requirements move, and a candidate who cannot name a recent change is not paying attention.

What candidates should ask

Four questions tell a candidate most of what they need to know about whether the role is workable.

“Who do I report to, and who writes my appraisal?” — if the answer is the CEO rather than the Chair, understand why. It is not fatal, but it shapes how independent the role can be.

“What prompted the board to create or fill this role now?” — investment, an incident, a regulator, or growth. Each implies a very different first year.

“How current are the statutory registers and filings?” — ask directly. Inheriting a backlog is manageable; discovering one is not.

“When did the board last disagree with the Company Secretary’s advice?” — the answer, and the manner of it, tells you whether the role carries real weight.

Frequently asked questions

What questions are asked in a Company Secretary interview?

Expect questions across five areas: statutory filings and registers, minute-taking judgement, advising and challenging directors, handling conflicts and confidential information, and fit with the governance environment — listed, private, PE-backed or regulated. Technical knowledge is assumed; judgement is what is being assessed.

How should I prepare for a Company Secretary interview?

Review the company’s filing history and accounts at Companies House before you attend, know its ownership and board composition, and prepare two examples of having advised against something a director wanted to do. Be ready to describe your filing calendar from memory.

Does a private company need a Company Secretary?

Not as a legal requirement — the Companies Act 2006 removed the obligation for private companies. Public companies must appoint one under section 271. Many private companies appoint one anyway once the board outgrows informality or external investment arrives.

What qualifications does a Company Secretary need?

Chartered Governance Institute qualification is the standard route, though many effective Company Secretaries come from legal or accountancy backgrounds. For public companies the Act requires the directors to be satisfied the appointee has the requisite knowledge and experience, and lists qualifying routes.

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. Where the reporting line runs to the CEO instead, the role’s independence is harder to maintain and should be examined before appointment.