Most directors running a private limited company in the UK are aware that there used to be a legal requirement to appoint a company secretary. This is no longer the case, if this was – many of you would have certainly heard from Companies House by now. Secondly, and more dangerously, the obligations that came with the role now sit with Directors. This has been scaled back a lot considering a lot of the info is readily available, but not all together non-existent.
This is not a niche legal point. It is one of the most consistently overlooked areas of corporate governance for small and medium-sized businesses in the UK. And the consequences of overlooking it tend to surface at exactly the moments when you can least afford the distraction.
At Evalua8, we work with companies at different stages of growth and we have seen this gap close in on directors at the worst possible times. Investment conversations that slow down because the statutory registers are incomplete. Transactions that get complicated because board minutes are missing. Identity verification requirements that come without warning because no one was tracking the deadline.
This article covers what company secretarial services actually mean in the current UK legal landscape, what has changed recently under the Economic Crime and Corporate Transparency Act 2023, how the UK compares to other major economies and what every director needs to have in place right now. We use Co Sec as a shortened version of the longer designation throughout this article.
Why was company secretary requirement removed and What is left behind
Before 6 April 2008, every private limited company in the UK was legally required to appoint a company secretary under the Companies Act 1985. The role was a feature of UK company law for well over a century. The company secretary was responsible for maintaining statutory registers, filing documents at Companies House, preparing board minutes and shareholder resolutions, ensuring compliance with company law and acting as the administrative support system of the corporate structure.
When the Companies Act 2006 came into force, Section 270 abolished the mandatory appointment of a company secretary for private limited companies. The reasoning was sound. For the majority of small private companies, the role had become a formality rather than a genuine governance function. It was frequently outsourced purely as a tick box exercise leading to the Parliament scrapping it eventually.
How about the duties that a Co Sec was managing?
Every statutory duty that sat within the company secretary’s remit remained in place. The statutory registers still have to be maintained. Confirmation statements needs filing. Board decisions have to be minuted.
The difference is simply that without a designated company secretary, all these now become the Directors duties.
For public limited companies, the position is different. A PLC is still legally required under Section 271 of the Companies Act 2006 to have a qualified company secretary at all times. The abolition of 2008 applied exclusively to private companies
Why does the UK no longer require company secretaries compared to other major economies?
The UK’s relaxed approach to private company secretarial obligations is not the global standard. It is worth understanding the contrast briefly, because it explains why corporate governance tends to be more actively managed in other markets and why UK directors sometimes underestimate how this plays out
Singapore makes company secretarial mandatory for every company, public or private, from within six months of incorporation under Section 171 of the Singapore Companies Act. From June 2025 under the CSP Act 2024, any firm providing these services must also be registered with the Accounting and Corporate Regulatory Authority (ACRA). There are no exceptions and non-compliance carries significant fines.
The United States requires every state-registered business entity to maintain a registered agent with a physical address in the state of incorporation. For Delaware companies, which includes a large proportion of US and internationally structured businesses, this is non-negotiable. The registered agent handles legal notices and government correspondence on behalf of the company, a function that mirrors key aspects of a Co Sec’s role.
Europe generally embeds corporate governance obligations within notarial or legal relationships, with most jurisdictions taking a more formal approach than the UK’s post-2008 position.
The UK gives private companies flexibility. What it does not do is remove the responsibility. It simply places it with the directors and trusts them to manage it.
What Changed Under the Economic Crime and Corporate Transparency Act 2023
The corporate compliance landscape for every UK company has shifted materially over the last two years. The Economic Crime and Corporate Transparency Act 2023, commonly referred to as the ECCTA, has been rolling out in phases from March 2024 and its most significant provisions came into force in November 2025. Recommended that UK company directors familiarise themselves with some of these clauses at the very least, or read this article in full at the very lease.
Appropriate registered office and registered email address. From 4 March 2024, every UK company needs to maintain what is defined as an appropriate registered office address. A PO box no longer satisfies this requirement. The address must be one at which documents delivered to the company can be received by and brought to the attention of a person acting on behalf of the company. At the same time, all UK companies are now required to provide a registered email address to Companies House. This address is not made public but it is used by the Registrar to communicate directly with the company. Both requirements are live. If your company has not addressed them, well do it soon.
Changes to statutory registers. Prior to November 2025, UK companies maintained their own internal registers of directors, directors’ residential addresses, secretaries and persons with significant control. From 18 November 2025, companies are no longer required to hold their own versions of those specific registers internally. That information now sits on the public register maintained by Companies House. The obligation to notify Companies House promptly and accurately of any changes to those details, however, remains fully in force – The register of members or more popularly the Share Holders Register, which is the definitive legal record of who owns shares in your company, remains a mandatory internal requirement and is not affected by these changes.
Board minutes and record retention. Under the ECCTA, decisions taken at board meetings must now be retained for at least ten years from the date of the meeting. This is a statutory requirement, not a guideline. Additionally, since March 2023, Companies House no longer accepts a set of minutes with an embedded resolution as the filed resolution. Where a resolution is required to be filed, a separate copy of that resolution must be produced and filed independently of the minutes.
Mandatory identity verification for directors and PSCs. This is the change that affects the greatest number of UK companies and many directors are still in the process of addressing.
From 8 April 2025, directors and persons with significant control were able to voluntarily verify their identity with Companies House. From 18 November 2025, identity verification became mandatory. New directors appointed on or after that date must verify their identity before their appointment is notified to Companies House. New companies must have their first directors verified before incorporation. Existing directors and PSCs are in a twelve month transition period. They must complete verification as their company’s confirmation statement falls due, with a final deadline of November 2026. At that point, everyone setting up, running, owning or controlling a UK company will be required to have verified their identity.
And now for the brief but important pitch…
What Is an Authorised Corporate Service Provider (ACSP) and Why it matters
This is where Evalua8 comes in directly, and it is worth explaining clearly what an Authorised Corporate Service Provider is and why being one matters for our clients.
An Authorised Corporate Service Provider, or ACSP, is a firm that has been registered with Companies House and approved to carry out identity verification checks on behalf of clients. ACSPs are also referred to as Companies House authorised agents. They are typically accountants, solicitors, company formation agents or chartered secretaries and governance professionals who are already supervised for AML compliance by a recognised UK supervisory body.
To become an ACSP, a firm must apply to Companies House, demonstrate that it is AML supervised in the UK, implement identity verification processes that meet the same standard of assurance as direct verification through GOV.UK One Login, maintain detailed compliance records and meet ongoing reporting and update obligations.
Evalua8 is a registered Authorised Corporate Service Provider.
From spring 2026, any firm that files documents at Companies House on behalf of clients will be required to be registered as an ACSP to do so. This applies to accountants, solicitors, formation agents and any other third-party provider currently filing on behalf of companies. If your current accountant or agent has not yet registered as an ACSP, this is worth raising with them now. From spring 2026, an unregistered agent will be unable to make filings on your behalf. That is a compliance disruption that is entirely avoidable with the right provider in place.
What our ACSP registration means for our clients in practice is that we can verify the identity of your directors and persons with significant control on your behalf,, as a natural part of the relationship we already have with your business. You don’t need to navigate GOV.UK One Login independently, track down the correct documents, or manage the process yourself.
Now, back to business…
The Statutory Registers and Ongoing Compliance Obligations Every UK Company Must Meet
Regardless of whether a company has appointed a company secretary, the following obligations apply to every UK private limited company and require active management.
The register of members. This is the most important document your company holds and it remains a mandatory legal requirement. The register of members is the definitive legal record of who owns your company. It records every current and former shareholder, the number and class of shares they hold, and the dates of any transfers or issuances. Under UK company law, legal title to shares does not technically pass to a new shareholder until their details are entered into this register. If it is incomplete, inaccurate or has not been updated to reflect transactions that took place years ago, the consequences surface in transactions, investment rounds and shareholder disputes at exactly the moments when clean records are most needed..
There is software like Seedlegals that will allow you to maintain a Cap table, note that this is not the same as a SH register. A cap table shows share ownership whereas a SH register shows movements in shareholding and what happened when. It is a common mistake to think that a cap table doubles up as a SH register, it does not and it’s not a one-day job for anyone with more than 50 shareholders.
Confirmation statements. Every UK company must file a confirmation statement with Companies House at least once every twelve months. This is a separate obligation from the annual accounts. It confirms that the information Companies House holds about the company is accurate at a given review date. The confirmation statement must be filed within fourteen days of the end of the review period. From the November 2025 reforms, confirmation statements are also the trigger point for existing directors to confirm their identity verification has been completed.
Board minutes and shareholder resolutions. Decisions made at board level must be documented and retained for a minimum of ten years. Special resolutions passed by shareholders must be filed at Companies House within fifteen days of being passed. Ordinary resolutions do not generally need to be filed but must be retained in the company’s records. From March 2023, a separate copy of any resolution required to be filed must be produced as a standalone document.
Share certificates and transfer documentation. When shares are issued or transferred, the correct documentation must be prepared, signed and retained. Share transfers must be recorded in the register of members. Share certificates must be issued. Pre-emption rights under the articles of association must be observed. These documents determine legal ownership of the company and they need to be complete and correct.
People with significant control. Any individual or entity holding more than twenty-five percent of shares or voting rights, or exercising significant influence or control over the company, must be registered as a person with significant control. Changes to PSC information must be notified to Companies House promptly. From November 2025, existing PSCs must complete identity verification within twelve months, with the deadline tied to their birth month as recorded at Companies House. In rare cases, a company does not have a PSC, if so, this needs to be lodged with Companies House too.
Director identity verification. As set out above, this is now mandatory for all new directors and PSCs from November 2025. Existing directors must complete verification by November 2026.
Articles of association. Your articles of association govern how your company operates internally. Any changes require a special resolution and must be filed at Companies House. They must also be consistent with how the company actually operates in practice. A common gap we see is companies operating in ways their articles do not permit, simply because the articles have never been reviewed since incorporation.
When corporate secretarial gaps become expensive problems
Most directors do not discover gaps in their company’s statutory compliance because a regulator writes to them. They discover them in circumstances where the timing is the worst possible.
The first is during due diligence. When an investor, a buyer or a lender looks closely at a company, the corporate record is one of the first things examined. They want to see the register of members going back to incorporation. They want to see board minutes documenting the major decisions the company has made. They want to see share certificates that align with the register. They want to confirm that PSC information is accurate and that director identity verification has been completed. If these things are incomplete, inconsistent or absent, the process slows, legal costs rise, confidence in the business falls and in some cases transactions do not proceed. Reconstructing years of corporate history under time pressure is expensive, stressful and entirely avoidable if you do this well in advance.
The second is a shareholder dispute. When a relationship between co-founders or shareholders breaks down – sadly this happens a lot, the register of members and the board minutes become the documents that determine who has what legal rights and standing. Courts treat the register of members as prima facie evidence of share ownership. If it does not accurately reflect the history of the company, the dispute becomes significantly more complex and costly.
The third is routine checks that could be from a bank, a new client, a prospective partner/ joint venture or a regulatory body. Being unable to produce current corporate records when asked is at minimum an embarrassing position and at maximum a reason for the other party to walk away from the relationship.
It is worth remembering that Companies House exists precisely to be the public registry of this information. It is the body that maintains the official record of every company in the UK and it is where investors, buyers, banks, clients and partners go first when they want to understand who owns a business, who runs it and whether it is in good standing. The information held there is only as accurate as what directors file and maintain.
Since the Economic Crime and Corporate Transparency Act 2023, Companies House has significantly strengthened its ability to query incorrect information, remove inaccurate filings and act against companies that persistently fail to meet their obligations. Getting this right is not just good governance. It is what keeps your company’s public record working in your favour rather than against you.
How Evalua8 Provides Company Secretarial Services for Its Clients
Traditional accountancy is primarily outward facing. Annual accounts, tax returns, HMRC compliance. Important work and the foundation of statutory financial obligations. But it leaves a big gap in the administrative governance of a company that the directors are responsible for managing.
What Evalua8 does differently is this – We are inward facing. We work inside the corporate structure of our clients businesses as part of the relationship we have with them, not as a separate service bolted on. As a registered Authorised Corporate Service Provider, we also carry the identity verification function that has become a mandatory feature of UK company compliance from November 2025.
In practice this means we keep the register of members updated, complete and going back to the date of incorporation. We prepare and file confirmation statements on time. We document board decisions and shareholder resolutions to the current standard required by Companies House. We support share issuances, transfers, EIS applications and the documentation that needs to follow.
We track PSC obligations and ensure Companies House is notified of any changes. And we verify the identity of your directors and PSCs as a registered ACSP, managing that process and retaining the records required by law.
We do this because the alternative, which is allowing statutory compliance to build up quietly in the background and dealing with it under pressure when someone asks for it, costs significantly more in time, legal fees and lost opportunity than getting it right consistently from the beginning.
If you are lost and need more information, you know where to find us.
Book a clarity call with us today: evalua8.com/contact/
Originally published on LinkedIn
