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Company secretarial - a simple guide

Friday 21st June 2013

A Limited Company has certain secretarial and record keeping duties that must be performed by law. The main one is to keep an up-to-date and complete set of Statutory Books. The Statutory Books contain copies of all the official documents and forms that have been filed for the company.

Documents contained in the Company's Statutory Books

When a company is incorporated there are three main documents that are created:


Certificate of Incorporation

This does what it says on the tin - shows that the company exists. You will need this to be able to open a company bank account and for several other duties.

Memorandums & Articles of Association

These are the rules by which the internal management of the company should be carried out. They also govern the relationship between the company and the outside world.


Share Certificate

Depending on the number of share holders, share certificates will be issued for each shareholder, detailing how many shares they own in the company.


Ongoing Company Secretarial duties

Annual Return

The company needs to file an Annual Return with Companies House once a year. This tells Companies House details about the company and its directors and is a public document available to all.


Board Minutes

The Company must keep board minutes of decisions taken. If as the director of the company you wish to pay a dividend then you must declare this through a board minute. This will then be filed with the Statutory Books of the company and does not need to be sent to Companies House.


Companies House Forms

If any of the directors move house, or the company moves its registered office or trading address, or if a new director joins, or a new share holder invests money in the company - Companies House needs to know. There is a huge range of forms for every eventuality and a copy of each submitted should be kept in the Company's Statutory Books.



The 123 Way includes Company Secretarial support.

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