Limited Company - Company Secretarial

A Limited Company has certain secretarial and record keeping duties that must be performed by law.

A limited company has certain secretarial and record keeping duties that must be performed by law. The main one is to keep an up-to-date and complete set of Statutory Books. The Statutory Books contain copies of all the official documents and forms that have been filed for the company.

Documents contained in the Company’s Statutory Books

When a company is incorporated there are three main documents that are created:

Certificate of Incorporation

This does what it says on the tin – shows that the company exists. You will need this to be able to open a company bank account and for several other duties.

Memorandums & Articles of Association

These are the rules by which the internal management of the company should be carried out. They also govern the relationship between the company and the outside world.

Share Certificate

Depending on the number of share holders, share certificates will be issued for each shareholder, detailing how many shares they own in the company.

Ongoing Company Secretarial duties

Annual Return

The company needs to file an Annual Return with Companies House once a year. This tells Companies House details about the company and its directors and is a public document available to all.

Board Minutes

The Company must keep board minutes of decisions taken. If as the director of the company you wish to pay a dividend then you must declare this through a board minute. This will then be filed with the Statutory Books of the company and does not need to be sent to Companies House.

Companies House Forms

If any of the directors move house, or the company moves its registered office or trading address, or if a new director joins, or a new share holder invests money in the company – Companies House needs to know. There is a huge range of forms for every eventuality and a copy of each submitted should be kept in the Company’s Statutory Books.

The CMJ Accountancy service includes Company Secretarial support. We file the incorporation documents when setting up your company, prepare and file your Annual Return each year and prepare and file your board minutes and other Companies House forms. All you have to do is keep us up-to-date with any changes in your circumstances e.g. moving house.

For further help, or to enquire about joining our services, please call us on 0845 834 0264 or drop us an email at


This information is for general information only. We take no responsibility for any action taken or refrained from in consequence of its contents. Always seek our professional advice specific to your circumstances before acting.