Running a UK limited company involves several formal roles and responsibilities, including those of a director and, in many cases, a company secretary. Owners and managers often ask us about the difference between these roles, especially when they need to comply with current requirements for the 2025/26 tax year. In this blog, we will examine a company director vs. company secretary, examining legal responsibilities, daily duties, and compliance obligations while also showing how each role supports sound decision-making and governance.
We have seen that many businesses benefit from clarity on these positions because each role can carry its own obligations. This clarity helps to reduce misunderstandings and allows your organisation to focus on strategy and growth, rather than untangling administrative tasks. By the end of this post, we hope you will have a practical view of the differences and an idea of when both a director and a secretary are required.
According to the Office for National Statistics (ONS), more than 5.6 million private sector businesses operated in the UK in early 2023. Many of these businesses have directors, and some also choose or are required to have a secretary. We will explain why this might be, what each role is expected to do, and how they can work together to uphold good governance.
Defining the director’s role
A director is an individual (or, in certain cases, a corporate entity) appointed to manage the company on behalf of its shareholders. While every limited company must have at least one director, some businesses opt to have multiple directors who take on diverse tasks.
Legal standing of a director
The Companies Act 2006 sets out the statutory duties of directors, including the duty to act within their powers, the duty to promote the success of the company, and the duty to exercise independent judgement. Fulfilling these duties goes beyond everyday management and can have serious legal implications if a director fails to meet them. For instance, should a director neglect their financial responsibilities or act fraudulently, they could face fines or disqualification.
Day-to-day tasks
A director’s tasks often involve decision-making about the company’s strategic direction, financial oversight, and leadership of internal teams. Directors also review company performance against targets, negotiate major contracts, and represent the business in significant matters. Whether the company is small or large, one of the directors’ core duties is ensuring that the organisation remains solvent.
Compliance
Directors have personal responsibility for keeping the company’s details up to date with Companies House. They must file annual accounts, confirm statements, and other reports as required by HMRC. Directors must also manage the payment of relevant taxes on time to avoid penalties.
Defining the company secretary’s role
The secretary’s role can appear less public, as not all private companies choose to appoint one. Before the Companies Act 2006, every private limited company had to have a secretary, but this is now optional unless the company’s Articles of Association make it mandatory. However, public limited companies (PLCs) are still required to have a secretary with specific qualifications.
Legal standing of a company secretary
A secretary does not automatically carry the same legal authority as a director. Their function is often advisory and administrative. However, if a company secretary signs or authorises documents on behalf of the company, they could be held liable for any errors. Some companies outline their secretary’s scope of authority, ensuring clarity when dealing with official paperwork.
Administrative support
The company secretary’s typical day involves record-keeping, maintaining the statutory books, and ensuring that filings with Companies House are completed on time. This means that if a company has a secretary, they may prepare and file accounts, draft meeting minutes, and arrange board discussions. Their role can be central to compliance, especially when it comes to meeting all statutory deadlines in line with the 2025/26 tax year.
Company director vs. company secretary: How they differ
When people weigh up a company director vs. company secretary, the most apparent difference lies in authority and responsibility. Directors make strategic decisions that guide the entire business. Secretaries, on the other hand, support directors by managing statutory registers, sending forms to Companies House, and keeping administrative tasks on track.
Directors hold significant legal accountability for the company’s welfare and direction. A secretary typically helps the directors fulfil their obligations by overseeing the company’s documentary requirements. A secretary’s exact role can vary from one organisation to another, so it is wise to define responsibilities clearly in a letter of appointment or in the company’s Articles of Association.
When do you need both roles?
For many private limited companies, you need at least one director who is legally responsible for the business. You might then decide to appoint a secretary to relieve directors from administrative tasks such as routine filings and record-keeping. While not a strict requirement for private limited companies, having a secretary can be helpful when your operation is growing. In some cases, especially where directors prefer to delegate statutory work, a secretary’s involvement can save both time and resources.
In a public limited company, a secretary is mandatory. This individual must have the relevant training or experience as set out in the Companies Act. The presence of a secretary helps ensure that larger organisations fulfil all their obligations swiftly and accurately.
Supporting good governance
Directors and secretaries play a large part in upholding good governance, which fosters transparency in decision-making and helps to maintain compliance. When directors focus on strategy and leadership, and a secretary manages administrative tasks, the business can maintain a stable approach to meeting tax deadlines and regulatory rules. For instance, if a new policy from HMRC affects corporate tax or National Insurance thresholds, the secretary can coordinate the relevant filings while the directors evaluate the financial and operational impact.
This structure also allows directors to stay informed. By reviewing meeting minutes and statutory registers compiled by the secretary, directors can quickly see if the company is meeting its legal requirements. This division of labour promotes strong internal controls and ensures that major decisions undergo rigorous checks.
Practical tips for each role
Directors:
- Regularly review financial statements and budgets to ensure that corporate tax bills are paid correctly for 2025/26.
- Keep accurate records of board decisions, particularly those relating to share distributions or major transactions.
- Allocate tasks effectively between directors. If you have multiple directors, define each person’s area of responsibility.
- Engage professional advisers, such as accountants, when you need to confirm your obligations for corporate taxes, payroll, or VAT.
Company secretaries (where appointed):
- Maintain statutory registers (including the register of members and the register of directors) and keep these up to date.
- Compile and file the Confirmation Statement, annual accounts, and any changes to the company’s details.
- Record board meeting minutes accurately and circulate them promptly to all directors.
- Support directors by monitoring key deadlines from Companies House and HMRC.
How to stay compliant in 2025/26
Staying compliant benefits your business by keeping your reputation intact and helping you avoid penalties. Directors carry ultimate responsibility for compliance, but a dedicated secretary, if appointed, can ensure that administrative processes run smoothly. This joint approach means less risk of missing deadlines and more focus on what matters most – meeting your organisation’s goals.
For example, the late filing of annual accounts at Companies House can result in automatic penalties that increase the longer the accounts remain unfiled. By assigning tasks and confirming that each person knows their responsibilities, you can keep track of deadlines without last-minute pressure.
Lean on us for support
The roles of a director and, where present, a secretary add structure to a limited company’s operations. Directors make strategic decisions and bear legal accountability, while secretaries focus on essential administrative and compliance tasks.
When you compare a company director vs. company secretary, it is clear they both have distinct duties, yet complement each other in supporting good governance and steady growth. Talk to us about your next steps and discover how you can move forward with confidence.