There is some confusion around the term ‘officer’ when discussing limited company business structures and the people within them. Who is a company officer? Who isn’t a company officer? In this post, we will clear this up once and for all. Let’s get started.
1. Only directors and secretaries qualify as company officers, excluding shareholders and guarantors unless appointed to these roles. 2. Public limited companies must appoint a qualified secretary, while private companies only require directors. 3. Company officers can change frequently, allowing for flexibility in management without affecting the business’s continuity.
Generally, only company directors and secretaries are considered officers of a limited company. However – to add an element of confusion – the designated members of a limited liability partnership (LLP) are sometimes referred to as officers. For the purposes of this blog, we shall focus on directors and secretaries.
Directors are the individuals that take care of the general day-to-day running of a limited company. Secretaries are the individuals who ensure that the company is up-to-date with its filing responsibilities.
Shareholders, people with significant control (PSCs), and guarantors (a limited by guarantee’s version of a shareholder) are not company officers. They would only be considered officers if they were also appointed as a director or secretary.
The number of officers a company must have depends on the type of limited company.
Private companies limited by shares must have one director appointed at all times (and one shareholder).
Private companies limited by guarantee must have one director appointed at all times (and one guarantor).
Public limited companies (PLCs) must have two directors and one qualified company secretary appointed at all times (and one shareholder). A director can also take on the role of secretary.
As you can see, secretaries are only required in public limited companies. They are an optional appointment in companies limited by shares and companies limited by guarantee, unless the articles of association state that a secretary must be appointed. Limited liability partnerships cannot appoint secretaries.
In accordance with the Companies Act 2006 , a company director has seven duties:
Unlike the director, there are no set guidelines defined by the Companies Act when it comes to the duties of secretaries. However, if one is appointed, they would usually take care of the following:
Whilst these tasks will often fall within the remit of the secretary, it’s important to highlight that directors are ultimately responsible for ensuring that they get done.
The rules on who can be a company officer are relatively relaxed. Provided that an individual is at least 16 years old, and none of the below applies to them – they can take on an officer role:
It’s worth noting that there are no regulations on the nationality of the officer-to-be, or where they live. The company must have a UK-based registered office , but the officer’s service address and residential address can be located anywhere in the world.
In a private company limited by shares and limited by a guarantee company, any capable person can be a director or secretary (provided that they meet the requirements set out in the section directly above). There is no qualification required.
In a public limited company, any capable person can be a director; however, the Companies Act 2006 does have requirements in place in regard to who can be a secretary (remember, in PLC, a secretary must be appointed):
Yes, once a company officer has been appointed, the following information related to the officer is made accessible on the Companies House register :
Absolutely. One of the primary benefits of the limited company structure is that the people within it can come and go, but the business can persevere. Directors and secretaries can resign and new ones be appointed as and when it is required.
Once the necessary meetings have been held and resolutions passed , a company can remove/appoint a director/secretary by completing the below forms and returning them to Companies House:
Alternatively, you can save yourself time by using the online versions of these forms through Companies House WebFiling , or if your company was formed using Rapid Formations, (or has been imported to our system) via your Online Client Portal .
Who are the officers in a company? They are the directors and the secretaries (if secretaries have been appointed). They are not the shareholders, guarantors, or PSCs – unless a shareholder, guarantor, or PSC is also appointed as a director or secretary.
Rapid Formations offers services related to company officers. See the links below for more information.
We can help appoint and remove company directors: Director Appointment & Resignation Service (£49.99)
Make up to 15 changes to your company per year: Hassle-Free Compliance Service (£149.99 per year)
If you have any questions, please get in touch. We hope you have found this post helpful.