What is a Company Secretary?

A Company Secretary is a senior governance professional responsible for ensuring a company meets its legal, regulatory and board governance obligations. The role is mandatory for all UK public companies and many private businesses appoint one voluntarily as they grow, attract institutional investment or prepare for a liquidity event.

Despite the title, the role is not administrative. A Company Secretary acts as the primary interface between the board and its legal obligations — maintaining statutory registers, filing with Companies House, advising directors on their duties, and ensuring board decisions are properly recorded and implemented.

The Chartered Governance Institute (CGI — formerly ICSA) is the professional body for Company Secretaries in the UK. Most senior candidates will hold the CGI qualification or be working towards it, alongside a broader legal, accountancy or governance background.

Legal requirement: Under the Companies Act 2006, all UK public companies (PLCs) are required to appoint a Company Secretary. Private companies are not legally required to do so but many choose to given the governance benefits. The appointment and any change must be notified to Companies House via form AP03.

Company Secretary Responsibilities

The Company Secretary’s remit spans statutory compliance, board governance and strategic administration. Core responsibilities include:

Maintaining statutory books and registers — shareholders, directors, PSC register
Filing annual returns, confirmation statements and other statutory forms with Companies House
Organising and minuting board and committee meetings — ensuring proper quorum, notice periods and voting procedures
Advising directors on their legal duties under the Companies Act 2006 and the UK Corporate Governance Code
Managing the company’s share capital — share allotments, transfers, option schemes (EMI, CSOP)
Overseeing compliance with the UK Listing Rules, DTRs and MAR for listed companies
Liaising with legal counsel, auditors, registrars and regulatory bodies
Supporting the Chair and board on governance matters, committee composition and board evaluation
Maintaining and updating the company’s articles of association and constitutional documents
Administering dividend payments, AGMs and shareholder communications

In PE-backed businesses, the Company Secretary frequently manages investor reporting obligations, shareholder agreements and the governance requirements that come with institutional ownership. They often work closely with the board’s non-executive directors to ensure board processes are properly structured and documented — particularly ahead of a sale process or IPO.

“Adrian worked with us for six months and we are genuinely grateful for the contribution he made. His financial expertise and calm, professional approach gave us confidence in our numbers and supported better decision-making across the business. I would recommend Adrian and FD Capital without hesitation.” — Josh Haugh, MAS Technicae Group (International) Ltd, West Sussex”

Who Needs to Recruit a Company Secretary?

Type of Business	Why a Company Secretary Is Needed
Listed companies (PLC)	Mandatory by law. Responsible for Listing Rules compliance, DTR filings, AGM management and shareholder relations.
PE-backed businesses	Investor governance requirements, shareholder agreements, board formalisation and exit preparation.
Large private companies	Governance best practice, complex share structures, preparation for institutional investment or sale.
Fast-growing scale-ups	Share option scheme administration (EMI/CSOP), investor relations, Companies House compliance as structures grow.
Family businesses	Formalising governance as the business matures, particularly where external shareholders or family trusts are involved.
Not-for-profit / charities	Trustee obligations, Charity Commission filings and governance framework maintenance.

Skills and Qualifications

Most candidates for a Company Secretary appointment will have one or more of the following:

CGI (ICSA) qualification — the principal professional qualification for UK Company Secretaries
Legal background — particularly corporate or commercial law
Accountancy qualification (ACA, ACCA, CIMA) — common in smaller businesses where the role also covers elements of financial governance
Prior experience as an Assistant Company Secretary, Governance Manager or Deputy Company Secretary

Beyond formal qualifications, the key competencies FD Capital looks for when building a shortlist include:

Deep knowledge of the Companies Act 2006, UK Corporate Governance Code and relevant regulatory frameworks
Experience managing board and committee meeting cycles end-to-end
Precision in documentation — statutory registers, minutes, filings and legal notices
Ability to advise directors clearly on their duties and navigate governance risk
Strong stakeholder management — comfortable working with the Chair, CEO, legal counsel and external advisors simultaneously
For listed companies: knowledge of the Listing Rules, Disclosure Guidance and Transparency Rules (DTR) and Market Abuse Regulation (MAR)

Salary benchmarks: Company Secretary salaries vary significantly by company size and complexity. At a FTSE 250 or large private company, total compensation can exceed £150k. For mid-market PE-backed businesses a range of £70k–£110k is typical. Smaller private companies and part-time appointments range from £40k–£70k pro-rata. FD Capital can provide current market benchmarks specific to your company type at the start of any search.

Engagement Types

FD Capital places Company Secretaries across all engagement models:

Full-Time Permanent	The most common brief for PLCs, large private companies and PE-backed businesses with complex governance requirements.
Part-Time / Fractional	Two to three days per week. Well-suited to mid-market private companies that need professional governance oversight without a full-time hire.
Interim / Fixed-Term	Cover for a permanent vacancy, a specific project (AGM, restructuring, IPO preparation) or a gap period during a permanent search.
Fractional / Portfolio	One or two days per week across multiple businesses. Common in smaller PE-backed portfolios and growing SMEs.

For businesses that need a Company Secretary on a fractional or part-time basis, our dedicated fractional company secretary recruitment page covers this specific brief in more detail.

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The Company Secretary and the Board

The Company Secretary works most closely with the Chair and the board’s non-executive directors. As businesses formalise their governance — particularly at the point of bringing in a first NED or transitioning to a structured board — the Company Secretary becomes the anchor that makes the board function effectively.

Many of our clients recruit a Company Secretary and NED simultaneously as part of a governance build-out. The two appointments are closely related: the NED provides independent strategic oversight; the Company Secretary provides the structural and regulatory framework within which the board operates. FD Capital’s NED recruitment and company secretary practices work in parallel where a business needs both.

For businesses undergoing significant structural change — a fundraise, restructuring or M&A process — a Company Secretary with experience in these contexts works closely alongside the finance team, often supporting the risk and compliance function on regulatory filings and board approvals.

Recruit a Company Secretary with FD Capital

FD Capital is a specialist finance and governance executive recruitment firm based in Great Portland Street, London. We place Company Secretaries, Finance Directors, CFOs, NEDs and specialist finance roles across private, PE-backed and listed businesses.

Our Company Secretary network includes both CGI-qualified governance professionals and those with legal or finance backgrounds who have moved into the role. We carry active candidates at assistant, deputy and full Company Secretary level, available for permanent, interim and fractional appointments.

We work on both retained and contingency bases. We can typically present an initial shortlist within five to ten working days of receiving a brief. For urgent interim requirements, we can often present candidates within 48–72 hours.

For businesses needing broader senior leadership alongside the Company Secretary appointment, our C-suite recruitment and executive recruitment practices cover the full senior leadership tier.

About Our Founder

FD Capital was founded by Adrian Lawrence FCA, a Chartered Accountant with over two decades of experience in finance leadership and executive search. Adrian holds a BSc from Queen Mary College, University of London and is a Fellow of the ICAEW. Before founding FD Capital he worked across private, listed, owner-managed and PE-backed organisations, giving him direct experience of the finance challenges and hiring decisions that CFOs are appointed to solve. He personally leads our most senior CFO searches and conducts candidate interviews himself — which is why our assessment process goes substantially deeper than a standard recruiter screen. He holds a practising certificate and this website is associated with his own ICAEW registered Practice. Every brief Adrian takes is informed by having sat on both sides of the table.

Published Research & Thought Leadership Adrian Lawrence FCA, founder of FD Capital, actively contributes to advancing the understanding of fractional and interim finance leadership in the UK. His recent peer-reviewed publications on ResearchGate explore the strategic impact of these flexible executive models on business growth, transformation, and scalability — particularly for SMEs, scale-ups, and PE/VC-backed companies.

The Evolution of Fractional CFO Leadership in Modern UK Businesses (March 2026) — Examining how fractional CFOs are reshaping financial strategy in dynamic markets.
The Strategic Role of Fractional and Interim Executives in Supporting Organisational Growth and Transformation (March 2026, co-authored) — Insights into how these roles drive efficiency, fundraising success, and long-term value creation.

These works build on Adrian’s 20+ years of hands-on experience in executive finance recruitment and reflect FD Capital’s commitment to evidence-based, high-impact solutions. Our placements draw directly from these principles to deliver shortlists in 3–7 days that align with real-world strategic needs.

FD Capital operates in accordance with recognised executive search standards and professional recruitment best practices. We support the principles outlined in the UK government’s executive search code of conduct.

UK Coverage

We recruit Company Secretaries across the UK from our London base. Most of our candidates are London-based and available for on-site, hybrid or remote arrangements. We cover: