Although the Companies Act 2006 has streamlined and made simpler the administration side of running a company (even to the point where a secretary is no longer required to be appointed) secretarial administration of private limited companies continues to be a matter that requires careful attention. Companies must meet a wide range of annual and event-related public filing obligations within specified and enforced time limits and to fail in this regard potentially exposes the company and its board to various liability risks which include civil financial penalties (which have been increased under the Companies Act 2006) and potential criminal sanctions.
There are many issues to consider in terms of administration when setting up/operating a limited company, particularly if none of its officers have any prior experience in such areas or are unable to afford bespoke legal and business advice. Our aim is to provide a cost effective drafting service which is aimed specifically at your needs and encompassing most of the general secretarial transactions that a company is likely to encounter. Upon receipt of your instructions documentation is produced and forwarded to you in .PDF format in some cases at a fraction of the fees that you would normally expect to pay. Some drafting procedures are provided below but to view a full list of the documentation that we are able to assist you with please click on any of the links:
Class Shares / Share Sub-DivisionPurchase of Own SharesView Drafts
Shareholders AgreementPartnership AgreementView Drafts
Appoint or remove DirectorWritten ResolutionsView Drafts
ARTICLES AND ASSOCIATIONS
Weighted Voting RightsTag-along and Drag-alongView Drafts
If you require a quote for work not provided for in the above links please contact our support team . We are here to help you.
Liabilities of a Secretary
Companies Secretaries are required to undertake many important duties under the Companies Act 2006 and in many cases serious penalties may be incurred if these duties are not carried out. Generally a secretary may only be considered liable if he is knowingly or wilfully a party to the default (although it is not possible to specify what degrees of inaction may constitute such a default). In most cases where a secretary had alerted the directors of a company that a certain duty had to be performed (and had continued to remind them that it had not been performed) then he would in all probability be deemed to have done everything within hos power to carry out that duty and would not be considered as liable.
A secretary (as with all other employees of a company) may be liable for damage resulting from his own negligence (notwithstanding any provision(s) within the company’s articles of association which purport to exempt all or any officers from liability in respect of negligence, default, breach of duty or trust). For example a secretary’s failure to advise the board of the company’s likely insolvency whilst continuing to operate as a business may amount to negligence. A secretary may incur liability to third parties in respect of contracts entered into ostensibly on behalf of the company, if sufficient care is not taken although if such contracts are made in the name of the company and it is made clear that the secretary is acting only as the company’s agent he should be able to avoid personal liability.