FCA authorisation does not, by itself, mean a firm must appoint a Company Secretary. The legal position depends on whether the business is a public or private company and what its articles require. A board may nevertheless have good reasons to appoint dedicated company secretarial expertise.
A small firm may handle board papers, filings and governance through an existing legal or compliance team. That arrangement becomes harder to sustain as committees multiply, the group acquires regulated entities or directors need more regular governance advice. The question is whether those demands now warrant dedicated expertise.
FCA-Regulated Firm Company Secretary Assessment
Answer eight questions about your board, governance workload and existing support. The result suggests whether the firm may need dedicated, interim, part-time or outsourced company secretarial capability.
FCA-Regulated Company Secretary Recruitment at a Glance
| Decision | What the employer needs to establish |
|---|---|
| Legal position | Is the firm a public company, or do its articles require a secretary? |
| Reason for support | Is the problem governance capacity, lack of specialist expertise, senior advice or unclear ownership? |
| Scope | Which boards, committees, legal entities and governance processes need support? |
| Regulated experience | Which responsibilities require knowledge of the firm’s particular regulatory environment? |
| Seniority | Does the organisation need a senior adviser, a Deputy, an Assistant or operational delivery? |
| Resourcing model | Should the role be permanent, interim, fixed-term, part-time or outsourced? |
| Authority and reporting | Who will the individual advise, report to, make decisions for and escalate matters to? |
Does an FCA-Regulated Firm Have to Appoint a Company Secretary?
FCA authorisation does not, by itself, create a general requirement for every regulated private company to appoint a Company Secretary. Under UK company law, a public company must have a qualified Company Secretary. A private company is not generally required to appoint one unless its articles of association say otherwise. The Companies House guidance on directors and secretaries explains the distinction.
There is still work to be done even when the firm has no legal obligation to appoint a secretary: maintaining corporate records, keeping filings up to date and supporting the board’s decisions. Those tasks may sit with a named Company Secretary, another employee or an external provider. The arrangement needs to work for the firm’s scale and complexity.
A formal appointment as Company Secretary is not the same as employing someone to manage governance. A Head of Governance may do substantial board-facing work without holding the statutory office. Equally, a formally appointed Company Secretary may need additional people, systems and authority to deliver what the organisation expects.
The assessment considers staffing and support arrangements. It does not establish the firm’s statutory obligations or interpret FCA permissions.
Interactive employer assessment
Does Your FCA-Regulated Firm Need a Company Secretary?
Answer eight questions to assess whether the firm has a practical need for dedicated company secretarial support and which resourcing route may be proportionate. It normally takes two minutes.
Your answers remain in this browser. They are not submitted to or stored by Ingen Partners.
Current Ownership and Delivery
Consider how the work is owned and whether the present arrangement is sustainable.
Board Need and Organisational Change
Assess the level of advice required and the pressure created by change.
Likely Resourcing Route
Identify the duration and substance of the support the firm may need.
Your assessment result
What your answers suggest
Would it help to test the requirement?
Ingen Partners can help you distinguish between a capacity problem, a senior capability gap and a requirement that may be better met through interim or external support.
Discuss Your ResultThis is a governance-resourcing planning tool, not legal or regulatory advice. It does not determine whether a statutory appointment is required or assess compliance with FCA requirements. Interpret the result in the context of the firm and obtain appropriate professional advice where necessary.
Once you have a result, compare it with the work your existing team is struggling to cover. The sections below explain what different appointments can realistically deliver.
When Does a Regulated Firm Need Dedicated Governance Capability?
A legal, compliance or finance colleague may have managed the board cycle for years without difficulty. Then the firm adds a committee, acquires an entity or starts asking more of its non-executive directors. What used to take a few hours each month becomes a substantial part of someone’s job.
There are a few common signs that the arrangement needs attention:
- An expanded board or committee calendar, with more papers, actions and decisions to manage.
- New regulated entities, changes to authorisation or permissions, or a more complex group structure.
- Frequent board-facing questions that require experienced governance judgement, not only meeting administration.
- Governance work being absorbed by legal, compliance, risk or senior management alongside their main responsibilities.
- Late papers, inconsistent minutes, missed actions or weak records of important decisions.
- A transaction, fundraising, market expansion or governance remediation programme.
- An existing governance lead carrying too much work, with little credible cover when they are absent.
Late minutes and an overfull board calendar may call for better processes or additional delivery support. Regular advice to the Chair on sensitive governance issues is a different requirement. The distinction should shape both the level of appointment and whether it needs to be permanent.
Our guide to hiring a Company Secretary looks in more detail at capacity, capability, continuity and whether an existing role needs to be replaced or redesigned.
What Does FCA-Regulated Experience Actually Mean?
Recruitment briefs often say “FCA experience required” without explaining which experience. Supporting a regulated investment firm’s board is different from working in a smaller authorised business, even where both candidates know the language of regulation. A useful brief identifies the decisions, committees and business activities the person will deal with.
Depending on the appointment, useful experience could include:
- Preparing and supporting board or committee business within a regulated organisation, including handling sensitive information and escalation.
- Working with several regulated and unregulated entities, and understanding which decisions sit with which board.
- Coordinating governance changes arising from regulatory developments, permissions changes or new business activities.
- Working effectively with legal, compliance, risk, finance, internal audit and relevant senior managers.
- Maintaining a clear record of decisions, ownership, follow-up and matters requiring board or committee attention.
There are appointments where someone needs to understand the relevant rules and governance expectations from day one. For other roles, a candidate with strong board experience elsewhere may adapt quickly. Employers should establish what a new hire can realistically learn during induction rather than insist on an identical background by default.
Keep Company Secretarial, Compliance and Risk Responsibilities Clear
Company Secretaries work closely with compliance, risk and senior managers, particularly when those functions report to the board. But preparing a committee to examine a compliance issue is different from owning compliance monitoring or the risk framework.
Under the Senior Managers and Certification Regime (SM&CR), individual accountability depends on the type of firm and the functions a person performs. The Company Secretary title is not automatically a Senior Management Function. The FCA’s guidance on Senior Management Functions explains the position, while its SM&CR guidance sets out the wider framework for individual accountability.
If the proposed job includes Compliance Oversight or Money Laundering Reporting Officer responsibilities, the applicable approval and accountability requirements need careful checking. Adding those titles to the Company Secretary brief does not, of itself, establish that the combined role is appropriate.
For a combined appointment, set out which duties the individual owns, what stays with other senior managers, who they report to and where they can seek support. The brief also needs to reflect competing board, regulatory and commercial deadlines.
What Level of Company Secretarial Support Should the Firm Recruit?
A backlog of routine board administration may be handled by an Assistant or outsourced provider. An organisation seeking regular advice to its Chair, oversight across entities or leadership of the governance function will need a different level of experience and authority.
Company Secretary or Head of Governance
This level suits a firm needing regular advice to the Chair and board, leadership across its entities or someone to take responsibility for improving governance arrangements. Candidates will want to understand the reporting line, their access to directors and the authority they will have to raise concerns.
Deputy or Assistant Company Secretary
Where an experienced governance leader is already in place, a Deputy or Assistant may solve the capacity problem. The distinction matters: a Deputy may be expected to advise independently and provide cover at senior level, while an Assistant may concentrate on running committees, records and processes.
Interim Company Secretary
An Interim Company Secretary can cover a sudden vacancy, support a transaction or regulatory change, or steady a governance function during remediation. The assignment should specify the immediate priorities, authority and handover arrangements.
Outsourced or Part-Time Support
Outsourced company secretarial support may suit predictable filings, entity administration or a limited recurring board calendar. It is harder to use as a substitute for a senior internal adviser who needs to know the business, respond quickly to directors and lead a governance team.
A hybrid model is also possible. A senior governance lead may retain board advice and accountability while an Assistant or external provider handles defined parts of the delivery.
What Should the Hiring Brief Include?
Generic requirements such as “FCA experience” and “strong stakeholder management” tell a candidate very little. The brief should describe the boards involved, the state of the governance function and the decisions the new person will be expected to support.
- Business and regulatory context: the relevant entities, activities, permissions and current governance structure.
- Board requirements: the boards and committees supported, the reporting line, access to the Chair and expected level of independent advice.
- Ownership: the work the appointee will lead and which responsibilities stay with senior managers, compliance, risk, legal or finance.
- Delivery and support: the existing team, systems, external providers and backlog or project work inherited.
- Experience: which regulated-sector and governance capabilities must already be present, and which can be developed.
- Employment model: whether the requirement is enduring, short-term, project-based or appropriately outsourced.
- First-year outcomes: what should improve in the first three, six and twelve months.
This matters particularly in blended roles. Someone with extensive statutory company secretarial experience may never have advised a regulated board. A governance leader may be confident with Chairs and committees but less familiar with entity-management processes. The brief needs to reflect which combination the firm actually requires.
Our Corporate Governance Recruitment guide and planning checklist can help employers define the requirement before preparing the job description.
How Should Employers Assess Candidates?
A CV can show where somebody has worked. It rarely shows how much responsibility they personally held, what advice they gave a Chair or how they handled a sensitive escalation. Those are better tested through specific examples.
For example, ask candidates about:
- Board advice: a difficult matter taken to the Chair or board, the options presented and the candidate’s contribution.
- Governance delivery: how they improved papers, minutes, records, action tracking or committee processes.
- Regulatory boundaries: an example of working with compliance or risk while keeping accountability clear.
- Challenge and escalation: a concern they raised, including how they handled a senior stakeholder who disagreed.
- Complexity: their experience with regulated subsidiaries, several boards or competing reporting timetables.
- Prioritisation: how they managed simultaneous board, statutory and regulatory deadlines.
- Learning and leadership: where their experience is less developed and how they would approach the first 90 days.
For senior roles, a realistic scenario can help too: a disputed committee decision, an urgent regulatory matter or board papers arriving without the evidence directors need. Listen for how the candidate would respond, who they would involve and when they would escalate.
The existing guides to Company Secretary skills and Company Secretary interview questions provide more detail on assessing the evidence.
Recruiting a Company Secretary for an FCA-Regulated Firm
Ingen Partners helps regulated organisations recruit Company Secretaries and governance professionals, from interim cover to permanent senior appointments. We can help define the role and approach candidates with the right board, governance and regulatory experience. Our Company Secretarial and Governance Recruitment service covers these requirements.
FCA-Regulated Company Secretary Frequently Asked Questions
Does an FCA-regulated private company have to appoint a Company Secretary?
No, FCA regulation alone does not generally require a private company to appoint a Company Secretary. A UK private company normally needs one only if its articles require it. A public company must appoint a qualified secretary. The practical need for governance support should be assessed separately.
Is a Company Secretary automatically a Senior Management Function holder?
No. The job title alone does not make someone an SMF holder. The relevant functions depend on the firm type, applicable rules and the responsibilities an individual actually performs. Some combined roles may involve separately regulated responsibilities.
Is FCA-regulated experience essential when recruiting a Company Secretary?
Require it where the role involves immediate advice on a particular regulated business, its boards or its senior managers. For other appointments, strong governance experience elsewhere may be suitable if the candidate can learn the regulatory context.
Can a Company Secretary also be responsible for compliance or risk?
Responsibilities can be combined in some firms, but the proposed arrangement must be checked against the rules applying to that firm, including any SMF approval and accountability requirements. Governance coordination, compliance oversight and risk ownership should be distinguished in the brief.
Should an FCA-regulated firm hire permanently or appoint an interim Company Secretary?
A permanent hire generally suits a continuing requirement. Interim support may be more appropriate for urgent cover, a transaction, authorisation-related change, remediation or a period while the long-term role is being defined.
When is outsourced company secretarial support appropriate?
Outsourcing can suit defined, predictable or part-time work where internal accountability and access are clear. It may be less suitable if the board regularly needs senior, organisation-specific governance advice or the firm requires ongoing leadership of an internal team.
What should employers test in a regulated Company Secretary interview?
Ask what candidates personally owned, what advice they gave a Chair or board and how they handled a difficult escalation. Consider their work with regulated entities, compliance and risk, as well as the governance processes they have managed.
