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Private limited
companies must have at least one director and a company secretary. The
director is appointed by the shareholders in order to manage the company
on their behalf. In a small family business however, it is not unusual
for the shareholders and directors to be the same people. There is nothing
to prevent the company secretary also being a director and shareholder
as long as there is a second director. Duties of a Director: · The general duties are to
manage the company’s affairs in accordance with it’s Articles of Association
and the law and to act in the best interest of the company exercising
reasonable care and skill in the conduct of company business. · The director has statutory
responsibilities which include keeping proper accounting records, safe
guarding the assets of the company and preventing and detecting fraud
and other irregularities. · The director has responsibilities
towards Companies House to ensure that statutory documents such as the
accounts, Annual Returns, notification of changes of directors or secretaries
etc. are filed. Penalties: A private company
can be prosecuted or fined up to £1,000 for late submission of statutory
documents. A director can be prosecuted ending up with a criminal record
and a fine. Accounts must be filed within 10 months from the accounting
reference date and if filed up to 3 months late will incur a fine of
£100 increasing to £1,000 if filed more than 12 months late. Role and duties of a Company Secretary: The company secretary
is the chief administrator of the company although there are no specific
statutory duties. The secretary is an officer of the company and can
be criminally liable for defaults committed by the company e.g. failure
to file accounts etc. Other duties include
keeping the statutory registers of members and directors etc., minutes
of directors and general meetings, sending to Companies House copies
of resolutions and agreements and ensuring that statutory forms are
filed properly. Payne Sherlock can advise on all aspects of company
formation, keeping records and tax planning, as well as remuneration
packages for directors etc.
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