The role of the Company Secretary for Resident Management Companies

‍As a director of a Resident Management Company (RMC) or a Right To Manage (RTM) company, understanding the role and duties that a Company Secretary manages is crucial to the smooth running of your organisation.

This comprehensive Strangford Management guide aims to provide a detailed overview of what the role entails does and how it can be beneficial when a leasehold managing agent undertakes this role.

1. Introduction to the Role

The Company Secretary is often considered the backbone of a company. It ensures its efficient administration and it complies with statutory and regulatory requirements. This role is not only about taking care of mundane administrative tasks but also involves strategic responsibilities that contribute significantly to a company’s success.

In an RMC or RTM, the Company Secretary plays a pivotal role in safeguarding the interests of all stakeholders, including leaseholders, directors, and external regulators. They act as a bridge between the board of directors and shareholders, ensuring transparency and accountability in the company’s operations.

2. The Legal Obligations of a Company Secretary

The duties and responsibilities of a Company Secretary are dictated by law. Anyone in the position is required to act honestly, in good faith, and in the best interests of the company. They must avoid conflicts of interest and exercise care, skill, and diligence in their role.

They also bear fiduciary responsibilities. This means they must act in a way that benefits the company and its shareholders, not their personal interests. This can be a complex area of responsibility, particularly in an RMC or RTM, where they may be dealing with their own neighbours.

3. Typical Functions involved

The role encompasses a wide range of functions. This includes maintaining statutory books and filing annual returns to liaising with external regulators and advisers. Here are some typical duties a the position may involve:

• Maintaining the company’s statutory books and records
• Filing relevant statutory returns
• Overseeing board and shareholder proceedings
• Filing relevant paperwork to effect changes in board and shareholder structures
• Coordinating annual general meetings
• Advising the board on matters of governance

The complexity of many functions is dependable on the size of the organisation. It also depends on whether the role is performed internally or is outsourced.

4. The duties of a Company Secretary in an RMC or RTM

When a leasehold managing agent assumes the role of the Company Secretary for an RMC or RTM company, the duties extend beyond the typical administrative tasks. They include:

• All submission of audited accounts, annual returns and any other correspondence to the registrar of companies.
• Maintaining statutory books, including registers of members, directors and secretaries.
• Monitoring changes in relevant legislation and the regulatory environment and taking appropriate action.
• Developing and overseeing the systems that ensure the company complies with all applicable codes, in addition to its legal and statutory requirements.
• Providing a registered office address.
• The storage of company statutory files.

In essence, a leasehold managing agent who is acting as a Company Secretary provides peace of mind to the RMC Directors and shareholders. They ensure that qualified professionals handle the company’s legal obligations.

Strangford Management Ltd act as Company Secretary or undertake the duties of one for the vast majority of our clients. We provide professionalism and peace of mind for Directors and Shareholders.

Contact us today at office@strangfordmanagement.com. We are happy to offer you further information on our company secretarial role and our how we incorporate it into our wider management service and all for a single all inclusive fee.

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