What is a company secretary? Navigating Jurisdictional differences across Europe

Have you ever wondered who ensures a company maintains its good standing while navigating the complex landscape of corporate governance? That’s where a company secretary comes in—a strategic position responsible for ensuring that a company complies with various statutory and regulatory requirements while playing a central role in the smooth administration of a company entity.

The company secretary is an organization’s governance pillar, a role that is frequently misunderstood as solely administrative but actually includes significant strategic responsibilities. With the increasing focus on corporate governance, the company secretary is considered the guardian of the company’s compliance with both good governance practices and the law.

Think of the company secretary as the invisible force that keeps the corporate machine running smoothly, ensuring board meetings happen on schedule, statutory filings are submitted on time, and shareholders stay informed about company affairs.

The Three Pillars of Company Secretarial Responsibilities

The role of a company secretary can encompass all areas of a company’s activities, depending on the size and nature of the organization. These activities typically fall into three principal categories:

1. The Board

The company secretary ensures proper board procedures are established and followed, prepares and circulates board materials, and provides practical guidance to directors. They serve as a crucial advisor on governance matters, keeping the board informed of relevant legislative and regulatory changes.

2. The Company

A fundamental aspect of the role of company secretary involves maintaining statutory registers, organizing board and shareholder meetings, preparing minutes, and ensuring the company complies with all applicable legal and regulatory requirements. This includes managing annual returns, coordinating statutory filings, and overseeing changes to company structures.

3. The Members (Shareholders)

The company secretary often serves as the primary point of contact between the company and its shareholders, ensuring effective information flow and communication. They facilitate dialogue between the board, shareholders, and other stakeholders, promoting transparency and accountability.

Jurisdictional Differences: Common Law vs. Civil Law Approaches

Did you know that the role and legal requirements of a company secretary vary significantly across European jurisdictions? This variation primarily stems from differences between common law and civil law systems.

Common Law Jurisdictions (UK, Ireland)

In common law jurisdictions like the United Kingdom and Ireland, the company secretary role is integrated into company law and treated as a formal function. This officer, usually appointed by the Board, has extensive duties and responsibilities including statutory filings, compliance, board governance, shareholder communication, and transactional support.

In the United Kingdom, public companies must appoint a company secretary, while private companies may choose to do so. The position can be filled by either an individual or a corporate body. UK company secretaries are responsible for statutory filings with Companies House, board governance, and shareholder communication.

Similarly, in Ireland, all companies must have a company secretary. The role focuses on statutory compliance, transaction management, and filing obligations with the Companies Registration Office (CRO).

Common Law Jurisdictions (Luxembourg, France, Germany)

In contrast, civil law jurisdictions like Luxembourg, France, and Germany rarely reference the company secretary role directly in company law. These responsibilities are typically handled by a law firm or an in-house legal/paralegal expert (sometimes called a “jurist”).

Luxembourg presents an interesting case study in the evolution of the company secretary role. While no formal legal requirement exists for a company secretary, the function has gained recognition through the efforts of organizations like the Luxembourg Institute of Governance (ILA). The role typically focuses on board administration, maintaining legal records, and liaising with the Registre de Commerce et des Sociétés (RCS) when applicable.

France and Germany similarly have no specific statutory position of company secretary in their corporate law. Governance and compliance duties are often divided among legal counsel, managing directors, and external advisors.

However, the landscape is evolving. With global investors increasingly concerned about Environmental, Social, and Governance (ESG) practices, we’ve seen movements in some civil law jurisdictions toward creating formal governance professional roles. For example, the Luxembourg Institute of Directors has created the “Corporate Governance Officer” certification for professionals in governance functions.

Why being clear on who holds the corporate governance responsibilities matters

For companies operating across multiple jurisdictions, being clear on who is responsible for the corporate governance responsibilities and understanding the jurisdictional differences isn’t just an academic exercise—it’s a business necessity. Failing to meet local corporate compliance requirements can lead to:

Regulatory finds and penalties
Delayed transactions
Loss of good standing or legal personality
Significant reputational risk

The Strategic Value of Corporate Secretarial Service Providers

The fragmented regulatory landscape across Europe creates significant governance challenges for multinational organizations. As regulatory scrutiny intensifies and corporate structures grow more complex, businesses increasingly recognize that maintaining in-house expertise across multiple jurisdictions is both inefficient and risky and look for third-party providers support.

These providers offer several key advantages:

Jurisdictional Expertise: They possess in-depth knowledge of local requirements across different European countries. This expertise extends to intricate regulatory nuances that vary significantly between jurisdictions and enables multinational organizations to navigate complex compliance landscapes with confidence.
Consistency: They can maintain uniform governance standards across multinational corporate structures. This standardization creates operational efficiency while still allowing for necessary jurisdictional adaptations to local regulations.
Risk Mitigation: Their expertise helps prevent compliance failures and governance lapses. By implementing proactive monitoring systems and conducting regular governance audits, they identify potential issues before they escalate into serious problems.
Resource Efficiency: Outsourcing reduces the administrative burden on internal teams. This allows corporate staff to focus on strategic initiatives rather than routine compliance tasks that require specialized knowledge.
Access to Specialized Knowledge: They employ qualified professionals with extensive experience in governance matters. These specialists bring cross-industry insights and best practices that enhance corporate governance beyond mere compliance.

As corporate governance continues to evolve across Europe, the company secretary role is gaining further prominence, even in jurisdictions where it currently lacks formal recognition.

Conclusion: The universal importance of governance

While not every jurisdiction mandates a designated company secretary, the fundamental responsibilities of regulatory adherence, administrative coordination, and governance oversight remain critical operational necessities.

Whether you hire someone in-house or outsource, ensuring robust company secretarial support is key to operating legally, efficiently, and with good governance across Europe.

Secure your organization’s future with governance expertise that transforms compliance from a challenge into a competitive advantage. The time to enhance your corporate governance framework is now, your stakeholders and bottom line will thank you.