The General Counsel and Company Secretary roles are often combined. They are still different jobs.
A General Counsel leads the legal function. A Company Secretary supports the board and oversees governance and company secretarial arrangements.
There is plenty of overlap around company law, regulation, risk and transactions, which is why the combined title makes sense in many organisations. The difficulty comes when both sides of the job become substantial.
At that point, the question is not whether one person can hold both titles. It is whether the legal workload, governance workload, reporting lines and team underneath them make the arrangement workable.
General Counsel and Company Secretary at a Glance
| Question | General Counsel | Company Secretary |
|---|---|---|
| Main purpose | Lead the legal function and advise on legal risk | Support the board and oversee governance and company secretarial arrangements |
| Principal stakeholders | Organisation and executive leadership | Board collectively, Chair, directors and governance stakeholders |
| Typical reporting line | Chief Executive or another senior executive | Chair on board-governance matters, with a separate executive line where appropriate |
| May lead | Lawyers, legal operations, compliance or related functions | Company secretarial, governance, entity-management and board-support teams |
| Relevant experience | Legal leadership, commercial advice, transactions, disputes, regulation and risk | Board advice, governance, company law, statutory requirements, reporting and stakeholder management |
| Must they be a lawyer? | Usually | Not necessarily |
| Can the roles be combined? | Yes | Yes, if there is enough capability, capacity, authority and support |
What Is the Difference Between a General Counsel and a Company Secretary?
The General Counsel is normally the organisation’s most senior lawyer.
Their remit may include:
- Legal strategy
- Commercial contracts
- Corporate transactions
- Litigation and disputes
- Employment matters
- Regulatory advice
- Intellectual property
- Data protection
- Management of external counsel
- Legal-team leadership
- Advice to the executive team and board
The Company Secretary’s responsibilities sit around the board, governance framework and corporate administration.
That can include:
- Advice to the Chair, board and directors
- Board and committee calendars
- Agendas, papers, minutes and actions
- Governance frameworks and policies
- Statutory records and Companies House filings
- Annual reporting and governance disclosures
- Shareholder meetings and approvals
- Subsidiary and entity governance
- Director induction and development
- Board effectiveness activity
- Leadership of the company secretarial team
Our guide to Company Secretary responsibilities looks at the wider remit in more detail.
The overlap becomes obvious during a transaction. Legal advice may sit alongside board approvals, disclosure decisions, shareholder documentation and changes across multiple entities.
The General Counsel is primarily advising on the organisation’s legal position. The Company Secretary is making sure the board receives the information and support it needs and that the governance process around the decision works properly.
Can One Person Be Both General Counsel and Company Secretary?
Yes.
Combined roles exist in private companies, listed businesses and regulated organisations.
There are good reasons for using the model:
- One senior source of advice
- Strong knowledge of both the business and board
- Direct legal input into board discussions
- Closer alignment between legal risk and governance
- Better connection between executive and board activity
- One leader across related legal and governance teams
What the combined title does not do is reduce the amount of work.
A business with a demanding legal agenda and an equally demanding board and governance calendar may simply have placed two full-time jobs with one individual.
The arrangement can survive for quite a while through long hours, heavy delegation and work being pushed back. That is not the same as the structure working well.
When Does a Combined Role Work Well?
It is more likely to work where:
- Legal and governance workloads are manageable
- There is genuine overlap between the functions
- The role holder has credible experience in both
- Executive and board reporting lines are understood
- The individual has direct access to the Chair
- Strong legal and company secretarial teams sit underneath them
- Routine governance work can be delegated
- Conflicts can be identified and managed
- The Chief Executive and Chair agree on the role’s priorities
- The structure is reconsidered as the organisation grows
The team underneath the role can make more difference than the title.
A strong Deputy Company Secretary can take ownership of much of the governance cycle while the combined GC/CoSec concentrates on senior advice. Experienced legal counsel can protect the legal side in the same way.
If neither function has that depth, the combined leader is likely to spend much of their time dealing with whatever is most urgent.
When Should the Roles Be Separate?
Separation becomes worth considering where:
- The organisation is listed or heavily regulated
- The board and committee calendar is substantial
- The legal function handles significant transactions, disputes or regulatory matters
- The group contains numerous entities or jurisdictions
- Legal and governance already need separate functional leadership
- The Company Secretary lacks enough visibility or authority
- The board needs governance advice that is not driven by executive priorities
- One person cannot provide credible leadership across both functions
- The existing role has become a bottleneck
- Succession risk is concentrated in one person
- Growth is increasing both workloads
The General Counsel and Company Secretary would still work closely together. Separating the posts is about giving each function enough leadership capacity, not putting legal and governance into separate camps.
The Company Secretary Reporting Line Matters
A General Counsel commonly reports to the Chief Executive.
The Company Secretary’s relationship with the board is different.
For companies applying the UK Corporate Governance Code, directors should have access to the Company Secretary’s advice and appointment or removal is a matter for the whole board. The FRC’s guidance says the Company Secretary should report to the Chair on board-governance matters, although another executive reporting line may apply to management responsibilities.
Where the jobs are combined, the organisation should set out:
- The General Counsel reporting line
- The reporting line for board-governance matters
- Access to the Chair and non-executive directors
- How objectives are agreed
- How remuneration and performance are dealt with
- How sensitive matters are escalated
- What happens when executive and board priorities differ
Simply putting the combined role under the Chief Executive does not settle those questions.
Independence, Conflicts and Legal Privilege
There will be occasions when the two responsibilities are not perfectly aligned.
The General Counsel may be advising management on the organisation’s legal position while, as Company Secretary, the same person also needs to help the Chair and board scrutinise what management is proposing.
That is manageable, but it should not be ignored.
Depending on the organisation, safeguards might include:
- Direct access to the Chair
- Agreed escalation routes
- Independent legal or governance advice where needed
- Proper delegation across both teams
- Clear identification of which responsibilities are legal and which are governance
- Periodic review of the combined structure
Legal privilege is another area where the combined title can create false assumptions.
Not every communication involving a lawyer is privileged.
The SRA’s guidance on privilege for in-house solicitors explains that the purpose and context of the communication matter. Governance and commercial communications do not become privileged simply because the General Counsel is involved.
Where the distinction is important, the business should take appropriate legal advice and make sure its working practices reflect it.
Is the Real Problem the Combined Role or the Team Underneath It?
Sometimes splitting the leadership role is unnecessary.
The warning signs may actually point to insufficient support:
- The GC/CoSec is still drafting routine minutes
- Board papers and actions are regularly late
- Legal matters repeatedly push governance work aside
- Governance deadlines interrupt strategic legal work
- Nobody can provide credible cover
- Important knowledge sits with one person
- The role holder is drawn into almost every decision
- Transactions or annual reporting create unsustainable peaks
- Governance improvements never quite get done
The missing hire could be a Deputy Company Secretary, Assistant Company Secretary, legal counsel, governance specialist or interim professional rather than another executive.
Our guide to company secretarial team structure looks at capacity, capability, continuity and structural problems in more detail.
Four Possible Legal and Governance Structures
1. Combined General Counsel and Company Secretary
One person leads both functions.
This suits some organisations very well, particularly where complexity is manageable, the functions overlap and there is enough support beneath the role.
The legal and governance responsibilities should still be described separately.
2. Combined Leader With a Strong Deputy Company Secretary
The General Counsel and Company Secretary keeps overall accountability while an experienced Deputy owns a substantial part of the governance function.
That gives the senior role more room for legal leadership and board advice without losing the advantages of combined leadership.
For it to work, the Deputy needs real authority rather than simply a senior-sounding title.
3. Separate General Counsel and Company Secretary
The roles operate as senior peers.
One leads legal. The other leads governance and board support.
This becomes more attractive where both remits are substantial or the Company Secretary needs greater visibility and independence within the organisation.
4. Company Secretary Within the Legal Function
The Company Secretary or governance team reports administratively to the General Counsel but retains appropriate access to the Chair and board.
It can be an efficient structure. The test is whether governance advice and concerns can still reach the board without being filtered unnecessarily through the legal reporting line.
How Should Employers Recruit a Combined General Counsel and Company Secretary?
A poor combined brief often looks like a General Counsel job description followed by half a page of company secretarial duties.
Treat the two parts separately.
Establish the Legal Remit
Clarify:
- Which legal matters the person will own
- Regulatory exposure
- Transactional activity
- Litigation and disputes
- Use of external counsel
- Legal-team structure
- Executive responsibilities
- Expected contribution to commercial decisions
Establish the Governance Remit
Set out:
- Which boards and committees the person supports
- Their relationship with the Chair
- Listed or regulated requirements
- Annual reporting and shareholder responsibilities
- Entity and subsidiary governance
- Board effectiveness and director development
- Company secretarial team leadership
- Whether they will formally hold office as Company Secretary
Public companies must appoint a Company Secretary and directors must take reasonable steps to ensure that the person has the necessary knowledge, experience and relevant qualifications. Private companies are not generally required to appoint one unless their articles say otherwise.
Part 12 of the Companies Act 2006 sets out the statutory framework.
A General Counsel title is not evidence on its own that somebody has enough board or governance experience for the Company Secretary side of the appointment.
Define the Support Structure
Tell candidates what they are actually inheriting.
That means explaining:
- Size and experience of the legal team
- Size and experience of the governance team
- Whether there is a credible Deputy
- Which work is outsourced
- Condition of systems and records
- Immediate workload pressures
- Recruitment already planned
Senior candidates will quickly spot a job that is broad because the structure underneath it is too thin.
Agree the First-Year Priorities
There is a difference between work the role owns every year and problems the new person is expected to fix.
First-year priorities might include:
- Strengthening the board cycle
- Improving legal-risk management
- Developing the governance framework
- Restructuring the legal or company secretarial team
- Preparing for a transaction or listing
- Improving subsidiary oversight
- Introducing new legal or governance systems
- Building better succession and cover
A brief containing ten transformation projects and no additional resource is unlikely to attract experienced candidates for the right reasons.
What Should Employers Assess?
The interview process needs evidence from both halves of the job.
Look at:
- Legal leadership at the required level
- Advice to senior executives
- Direct work with Chairs and boards
- Governance knowledge
- Judgement in sensitive situations
- Experience of competing responsibilities
- Understanding of legal privilege and governance communication
- Leadership and delegation
- Listed or regulated experience where relevant
- Evidence of improving a function
- Ability to work through a team rather than personally owning everything
- Understanding of commercial priorities
Current title is a poor proxy for this.
One General Counsel and Company Secretary may lead substantial legal and governance teams. Another may be a sole lawyer whose company secretarial responsibilities are relatively narrow.
The business card looks the same. The jobs do not.
Our guide to hiring a Company Secretary covers the wider process of defining and assessing a governance appointment.
Download the General Counsel and Company Secretary Role Design Matrix
Use the matrix to assess:
- Legal complexity
- Governance complexity
- Board and Chair requirements
- Regulatory and listed-company exposure
- Reporting lines
- Capacity
- Team support
- Independence and escalation
- Succession and continuity
- Whether the organisation should combine or separate the roles
Decide the Structure Before Starting the Search
A genuinely combined appointment needs a brief, package and support structure that reflect the size of the job.
Where both functions have grown beyond what one person can reasonably lead, replacing one GC/CoSec with another may simply pass the same problem to the next person.
Ingen Partners helps listed companies, regulated organisations and growth businesses recruit Company Secretaries and senior governance professionals.
We can help employers test the proposed structure, define the governance requirement and identify candidates with the experience and judgement the appointment needs.
General Counsel and Company Secretary Frequently Asked Questions
Can the General Counsel also be the Company Secretary?
Yes. One person can hold both roles. Whether the arrangement is suitable depends on legal and governance workload, organisational complexity, reporting lines, individual capability and the support available underneath the role.
What is the difference between a General Counsel and a Company Secretary?
The General Counsel leads the legal function and advises on legal risk. The Company Secretary advises and supports the board and oversees governance and company secretarial arrangements. The responsibilities overlap in places, but their primary purposes differ.
Should the General Counsel and Company Secretary roles be separate?
Separate roles may be preferable where the size or complexity of either function prevents one person from leading both properly. Separation can also provide more capacity and stronger visibility for the governance function.
Who should the Company Secretary report to?
The structure varies by organisation. For companies applying the UK Corporate Governance Code, the Company Secretary should report to the Chair on board-governance matters. Another executive reporting line may apply to management responsibilities.
Does a Company Secretary need to be a lawyer?
Not necessarily. Private-company secretaries are not generally subject to a specific professional-qualification requirement. Public-company secretaries must satisfy the relevant statutory knowledge, experience and qualification requirements.
Is the General Counsel more senior than the Company Secretary?
Not automatically. Both can be senior leadership roles. Their standing depends on remit, authority and reporting lines rather than the titles themselves.
What support does a combined General Counsel and Company Secretary need?
It depends on the scale of the job. Support might include legal counsel, a Deputy or Assistant Company Secretary, governance professionals, entity-management support, legal operations and external advisers. The combined leader needs enough capacity left for legal leadership, board advice and senior judgement.
