Leaseholders who own or manage a block of flats or development can form companies typically called Residents’ Management Companies (RMCs) or Right to Manage Companies (RTMs). These companies must have at least one director, and the director/s are legally responsible for running the company. You can read Alexandre Boyes previous blog on who can be a director, the role, and its responsibilities here. In this blog we ask do RMCs and RTMs need a company secretary?
Prior to April 6th 2008, all limited companies required a company secretary but this is no longer the case except where a company’s ‘articles’ require one. It’s crucial that the articles are checked and you can easily check with Companies House if the RMC or RTM is already established.
If there is no requirement for the RMC or RTM company to appoint a company secretary then any director, or person authorised by the directors, can carry out the duties normally expected of the secretary (providing they meet the criteria of who can be a director). However, even where there is no requirement for the role, many directors find the administrative and operational support invaluable. Appointing a company secretary does not absolve the directors of their legally responsibilities for the RMC or RTM company but it can help share the load of the demanding role.
The Companies Act 2006 does not prescribe or set out a company secretary duties and operational tasks but these typically include: –
- maintaining and updating the company’s statutory registers e.g. register of members, allotments of shares and share transfers
- ensuring that filings at Companies House are made on time e.g. filing of annual confirmation statements, registration of charges or changes to the board of directors
- arranging, attending and often chairing /AGM/board/shareholder meetings
- preparing those meeting agendas
- drafting and circulating the approved meeting minutes
- consulting on the company’s record-keeping policies
- advising the board of their duties, legal and regulatory compliance
- distributing company announcements and notices e.g. notice of an AGM, issuing share certificates and notice of transfers
Being a director can be demanding and often time consuming role especially for larger developments and blocks, and where there is perhaps only one or two directors. Alexandre Boyes has been acting as company secretary for over 15 years now, and many of our RMC and RTM clients find that delegating the administrative chore is a real time saving exercise but also an advantageous use of our property managers expertise and experience. If Alexandre Boyes do not already act as company secretary check your articles and get in touch if you would like to discuss this in more detail keren@alexandre-boyes.co.uk or call us on 01892 574 880.
As with all our blogs, these are intended to be a general overview of topical issues and should not be relied upon for formal purposes. Posted 30/5/2023
