Company Secretarial Team Structure: Who Should You Hire Next?

A company secretarial team can come under pressure for several different reasons.

There may simply be too much work. The team may lack experience in a particular area. Too much knowledge may sit with one person. Or the structure itself may no longer suit the organisation.

Those problems do not require the same hire.

Adding an Assistant Company Secretary will not solve a shortage of senior board advice. Recruiting a Deputy will not necessarily fix a large volume of routine entity work. And replacing a departing employee with the same title can preserve a structure that was already causing problems.

There is no standard company secretarial team structure or ideal headcount.

The right model depends on the work, the complexity of the organisation and the experience already within the team.

This guide looks at how to diagnose the requirement, common team structures and which level of governance professional may be appropriate next.

If the requirement is already clearly for a senior governance lead, our guide to hiring a Company Secretary covers the wider appointment process.

Governance Pressure Often Builds Gradually

Governance teams rarely become under-resourced overnight. Pressure typically builds as the organisation adds entities, boards, committees, reporting requirements, transactions and new regulatory responsibilities.

The team may continue delivering by relying on overtime, individual knowledge or senior professionals completing work that should sit elsewhere. This can conceal the problem until somebody leaves, a major project begins or an important deadline is placed at risk.

The useful question is not simply whether the team feels busy. It is whether the structure still provides sufficient capacity, experience, authority and cover for the work expected of it.

What Determines Company Secretarial Team Structure?

Headcount on its own tells you very little.

Two organisations with the same number of employees may place completely different demands on their company secretarial teams.

The requirement can be affected by:

• Number and type of legal entities
• Number of jurisdictions
• Number and frequency of boards and committees
• Listed status
• Regulatory environment
• Annual-report and AGM responsibilities
• Shareholder and share-plan activity
• Volume of statutory and subsidiary work
• Transactions, restructurings, financings or an IPO
• Board performance reviews and director induction
• Governance projects
• Quality of existing systems and records
• Experience within the current team
• Absence cover and succession

A three-person team supporting a relatively straightforward UK group is not equivalent to a three-person team dealing with multiple regulated entities, several jurisdictions and a heavy board calendar.

The work has to come first.

Diagnose the Problem Before Choosing the Role

Most company secretarial team problems fall into four areas:

1. Capacity
2. Capability
3. Continuity
4. Structure

An organisation may have more than one at the same time.

Capacity

A capacity problem means the team has the necessary knowledge and judgement but cannot reliably complete the volume of work.

Typical signs include:

• Senior people spending too much time on repeatable administration
• Board or committee work becoming rushed
• Statutory or entity work accumulating
• Governance projects repeatedly slipping
• Annual reporting or another peak period overwhelming the team

The answer might be:

• Additional operational support
• Another experienced delivery role
• Interim help for a defined period
• Better systems
• Different allocation of existing responsibilities

It does not automatically require another senior hire.

Capability

A capability problem is different.

The team may have enough people but lack experience in an important part of the remit.

That could involve:

• Listed-company governance
• Financial-services regulation
• Board and committee advice
• International entities
• Transactions or restructurings
• Annual reporting
• Share plans
• Leadership of the function

Adding a junior role will not solve a gap that depends on technical depth, judgement or credibility with senior stakeholders.

The organisation may need an experienced permanent appointment, a specialist interim or external expertise for a defined requirement.

Continuity

A team can appear well resourced while remaining heavily dependent on one person.

That person may hold most of the:

• Board relationships
• Regulatory history
• System knowledge
• Entity knowledge
• Process history
• Authority to make decisions

A short holiday may be manageable. Extended leave, resignation or an unexpected absence may not be.

Possible solutions include:

• Deputy Company Secretary
• Experienced Assistant Company Secretary
• Interim cover
• Better documentation
• Broader delegation
• More than one of these

The important point is to establish what level of cover is actually required.

Structure

Sometimes the problem is neither workload nor technical ability.

Responsibilities may be unclear. Several people may believe they own the same process, while another important area has no clear owner.

Governance advice may also enter the decision-making process too late, or employees may have titles that do not match their authority.

Recruitment can form part of the answer.

But recruiting into an unclear structure simply gives the new person the same problem.

Signs the Team Structure Needs Attention

A review is worth considering when:

• Board, committee, annual-report or statutory deadlines repeatedly rely on last-minute effort
• The most senior governance professional spends substantial time on work that could be delegated
• Nobody can provide credible cover for the Company Secretary
• Important knowledge sits almost entirely with one person
• Subsidiary or entity work has no obvious owner
• New boards, committees, jurisdictions or regulatory requirements have been added without reviewing resource
• A transaction or change programme is displacing recurring governance work
• Responsibilities have increased without corresponding authority, reward or progression
• External providers are being used without clear internal ownership
• Strong team members cannot see how they progress into broader responsibility

One of these does not necessarily justify another permanent employee.

Taken together, they can help identify whether the issue is capacity, capability, continuity or the design of the team.

Common Company Secretarial Team Structures

There is no single correct model.

The following structures are useful reference points.

Sole Company Secretary or First Governance Professional

A standalone Company Secretary or Head of Governance may be appropriate in a smaller or less complex organisation that still needs experienced governance leadership.

The role might establish the function, advise senior leadership and take ownership of governance delivery.

The organisation still needs to consider:

• Administrative support
• Specialist advice
• Peak workloads
• Absence cover

The main risk is creating a senior role with an impossible workload.

If one person is expected to advise the board, administer every meeting, maintain every entity, manage every filing and absorb every governance project, changing the calibre of the candidate will not fix the design.

Senior Lead With Delivery Support

A common lean model combines an experienced Company Secretary, Group Company Secretary or Head of Governance with an Assistant Company Secretary, Governance Manager, Governance Officer or company secretarial support role.

Done well, this protects senior time for:

• Board advice
• Judgement
• Senior stakeholder relationships
• Leadership
• More complex governance work

The supporting role should still have meaningful ownership rather than simply taking instructions.

If everything ultimately returns to the senior lead for completion, the extra headcount has not created much additional capacity.

Tiered In-House Team

A larger or more complex organisation may need several levels of responsibility.

A possible structure might include:

• Group Company Secretary or Head of Governance
• Deputy Company Secretary
• One or more Assistant Company Secretaries or Governance Managers
• Governance or company secretarial support

The value is not the hierarchy itself.

A good tiered structure creates:

• Clear ownership
• Delegation
• Senior cover
• Development opportunities
• Succession
• Better allocation of work

More senior employees can focus on the matters where their experience adds most value while other work is owned at the appropriate level.

Hybrid Team

An internal governance team may use external or interim support for defined work.

The 2026 Governance Market Survey found that 36% of respondents’ organisations outsourced some governance activity, while a further 2% used external support more extensively.

Among organisations outsourcing work, subsidiary or entity management was the most common activity.

External support can work well for:

• Defined projects
• Specialist technical work
• Entity management
• Temporary peaks
• Transactions
• Interim gaps

Internal ownership still needs to be clear.

The organisation should know who remains responsible for quality, decisions, escalation and handover.

Which Company Secretarial Role Should You Hire Next?

Start with the problem rather than the title.

Problem	Role or Route to Consider	What Needs to Be in Place	Main Risk
Repeatable filings, records, meeting logistics or entity-system work are taking up senior time	Governance Officer, Governance Administrator, trainee or Company Secretarial Assistant	Experienced supervision and clear escalation routes	Expecting a junior hire to compensate for missing leadership
Recurring boards, committees, entities or governance projects need an experienced owner	Assistant Company Secretary or Governance Manager	Clear scope, autonomy and reporting line	Choosing on title rather than actual experience
The senior lead has become a bottleneck or there is weak senior cover	Deputy Company Secretary	Genuine delegated authority and board exposure	Giving someone the title without the authority
The organisation lacks senior governance leadership	Company Secretary, Group Company Secretary or Head of Governance	Appropriate board mandate, reporting line and authority	Creating an unrealistically broad combined remit
A departure, absence, transaction or reporting cycle has created an urgent gap	Interim or fixed-term professional	Defined priorities, duration and handover	Making a rushed permanent hire before understanding the future structure
A specialist project or temporary increase in volume does not justify permanent headcount	External specialist or project support	Clear internal ownership and standards	Allowing accountability to become unclear

If the level is not obvious, speak to Ingen Partners before fixing the title or rewriting the job description.

Testing the requirement against the market at this stage can prevent an expensive mismatch later.

Governance Administrator, Trainee or Company Secretarial Assistant

A junior or operational appointment can work well when the main problem is repeatable work and the existing team already has enough experience to supervise it.

The role might support:

• Statutory filings
• Records
• Entity-management systems
• Meeting administration
• Document execution
• Information collation
• Defined governance projects

There also needs to be a development plan.

A junior appointment takes supervision and time. It should not be used as a low-cost substitute for missing senior capability.

Assistant Company Secretary or Governance Manager

This level is appropriate when recurring work needs an experienced owner rather than administrative support.

Responsibilities might include:

• Managing boards or committees
• Taking responsibility for a portfolio of entities
• Supporting annual reporting
• Leading governance projects
• Advising internal stakeholders within a defined remit

The title is less important than the level of autonomy.

Ask how independently the person needs to work, what decisions they will support and when they will be expected to escalate.

Our Governance Manager guide looks in more detail at that level of appointment.

Deputy Company Secretary

A Deputy Company Secretary can add senior cover, delegated leadership and succession strength.

The Deputy may:

• Deputise for the Company Secretary
• Lead substantial parts of the board and committee calendar
• Manage other members of the team
• Own technically demanding work
• Support the development of the function

The role only works if the authority is real.

Recruiting an experienced Deputy while retaining every meaningful decision with the Company Secretary simply creates another bottleneck.

Company Secretary, Group Company Secretary or Head of Governance

Recruit at this level when the organisation needs its first senior governance lead or when the existing structure requires stronger board advice and functional leadership.

A Group Company Secretary may be more appropriate where the remit spans a complex group, numerous entities or multiple jurisdictions.

For public companies, section 271 of the Companies Act 2006 requires a Company Secretary. Section 273 sets out qualification requirements for public-company secretaries.

Private limited companies generally do not have to appoint one, although their articles may require it and many organisations choose to do so. GOV.UK explains the position for private companies.

Legal requirement is only part of the decision.

The organisation also needs to define:

• Scope
• Relationship with the Chair and executive team
• Authority
• Team structure
• Operational support

Sector Considerations

Listed Companies

Listed-company governance teams need enough capacity and experience to support:

• Board and committee cycles
• Annual reporting
• AGM and shareholder activity
• Entity governance
• Listing and market requirements

Transactions, acquisitions, capital events, regulatory developments or additional committees can increase the workload quickly.

The team structure should preserve senior access to the Chair and board while giving operational responsibilities clear owners.

Where strong senior capability already exists, a more junior appointment may release capacity.

Where the gap is judgement, succession or senior cover, a Deputy or experienced interim may be safer.

Financial Services

In financial services, the structure may be affected by:

• Regulated entities
• Additional boards and committees
• Supervisory expectations
• Complex legal structures
• Close interaction with legal, risk and compliance

Sector experience may be important.

But “financial services experience” is too broad on its own.

The brief should identify what the candidate actually needs to have done, whether that is regulated-entity governance, board support, committee work, regulatory reporting or another specific requirement.

The important questions are who owns each entity and committee, where technical advice sits and whether governance receives information early enough to be useful.

Professional Services

Professional-services governance teams can look quite different from traditional in-house structures.

Roles may be organised by:

• Client portfolio
• Jurisdiction
• Technical specialism
• Seniority
• Commercial responsibility

Titles such as Manager and Senior Manager may also be more common.

Where the role is client-facing, the brief needs to distinguish technical governance ability from:

• Client management
• Business development
• People leadership
• Commercial responsibility

A strong in-house governance professional will not automatically suit a fee-earning portfolio role, and the reverse is also true.

Private and Growth Businesses

A private company may begin with outsourced governance support or responsibilities spread across legal, finance and senior management.

As the organisation grows, that arrangement may stop working.

Common triggers include:

• Fundraising
• Acquisitions
• A more formal board
• Additional subsidiaries
• Regulatory scrutiny
• Preparation for listing

The first question is whether the organisation needs:

• A senior professional to establish and lead the function
• Operational support within an existing structure
• Temporary expertise while the long-term model is developed

Reporting Lines, Access and Authority

Company secretarial team structure is also about where the function sits.

The FRC Corporate Governance Code Guidance says the Company Secretary should report to the Chair on board-governance matters.

It also recognises that the Company Secretary may report to the Chief Executive or another executive director for other management responsibilities.

The guidance describes the Company Secretary’s role in:

• Advising the board on governance
• Supporting the Chair
• Helping boards and committees operate effectively
• Facilitating information flows
• Reviewing whether governance processes remain fit for purpose

There is no single reporting structure every organisation must copy.

What matters is whether the governance lead has sufficient access and authority to perform the job.

If governance advice only arrives after a decision has effectively been made, changing the person’s title will not solve the problem.

Reporting lines also affect recruitment and retention.

Candidates will often look closely at:

• Access to the Chair and board
• Whether responsibility matches authority
• Board and committee exposure
• Scope for broader ownership
• Progression
• Quality of support around the role

A good structure can therefore help retain people as well as recruit them.

Permanent, Interim or External Support?

The employment model should reflect how long the problem is likely to last and how certain the organisation is about the future requirement.

Route	Best Suited To	Questions to Answer
Permanent hire	Enduring workload, capability, leadership or succession requirement	What should this person own after 12 months and how will the role develop?
Interim or fixed term	Vacancy, absence, transaction, change programme, deadline pressure or need to stabilise the function	What needs immediate control, what level of judgement is required and what will the handover look like?
External specialist support	Defined project, technical specialism, entity work or temporary overflow	Who remains accountable internally and how will quality and escalation be managed?

An interim appointment can also help clarify the future structure.

That can be particularly useful where the organisation knows the current model is not working but has not yet agreed what should replace it. If interim cover looks appropriate, our Interim Company Secretary guide explains how to define the immediate priorities, required experience and handover.

External support can be efficient for defined work, but it should not hide a permanent internal capability gap.

Ingen also provides company secretarial and governance consultancy for defined support requirements.

Turn the Diagnosis Into a Hiring Brief

Once the problem is understood, turn it into a practical brief.

Desired Outcomes

State what should have changed after six and twelve months.

For example:

• Reliable delivery of the board calendar
• Clearer ownership of subsidiaries
• Credible senior cover
• Better annual-report delivery
• Improved delegation
• Capacity for a specific programme of work

These outcomes are more useful than simply reproducing the previous job description.

Operating Context

Describe the environment the person will join.

Include:

• Entities and jurisdictions
• Boards and committees
• Regulatory requirements
• Current or expected transactions
• Growth plans
• Anticipated organisational change

Workload

Quantify what you reasonably can.

That might include:

• Number of boards and committees
• Meeting frequency
• Entity portfolio
• Recurring reporting
• Seasonal peaks
• Current backlog
• Planned projects

“Ad hoc governance support” can conceal a considerable amount of work.

Authority and Relationships

Set out:

• Reporting line
• Access to the Chair and board
• Decision-making responsibility
• Direct reports
• Relationships with legal, finance, risk, compliance and investor relations
• Relationships with external advisers

Essential Experience

Separate what must be present on arrival from what can be learned.

Listed-company, regulated or sector experience should only be mandatory where the work actually requires it.

It is also worth deciding what evidence candidates will need to provide during interview.

Employment Model and Timing

Decide:

• Whether the requirement is permanent
• Whether it is time limited
• How quickly help is needed
• Whether an interim should stabilise the function first

At Ingen Partners, we start by understanding why the requirement has arisen, where it sits within the organisation and what the successful person will need to deliver.

That allows us to test the level and Company Secretary search approach before treating the inherited job title as the answer.

Use the Company Secretariat Resourcing Planner

Not sure whether your team needs additional capacity, deeper expertise, stronger cover or a different structure?

Download our fillable Company Secretariat Resourcing Planner to:

• Map your current team and its responsibilities
• Identify where the greatest pressure sits
• Distinguish between capacity, capability, continuity and structural problems
• Consider permanent, interim and external support
• Turn your conclusions into a clearer, recruiter-ready brief

You can complete the planner on screen or print it for use during an internal discussion. You do not need to have every answer before speaking to us.

Download the Company Secretariat Resourcing Planner

Common Mistakes When Adding to a Governance Team

Replacing Like for Like Without Reviewing the Role

A departing employee’s job description may reflect a structure that has developed gradually over several years.

It may also depend on undocumented knowledge or responsibilities that should now sit elsewhere.

A vacancy is a useful point to review the requirement.

Hiring Too Junior for a Senior Gap

Junior support can release experienced capacity.

It cannot replace missing board judgement, technical leadership or credible senior cover.

Hiring Too Senior for Repeatable Delivery Work

A senior appointment may look attractive on paper but quickly become frustrated if the job contains little genuine ownership.

Match seniority to the work.

Treating Technology as the Resourcing Solution

Board portals, entity-management systems and automation can remove repetitive work and improve control.

They cannot provide judgement, accountability or stakeholder relationships.

A better system may reduce the problem without removing the need for people.

Ignoring Cover and Progression

A team that only functions when every person is present is vulnerable.

A team where nobody can see a route to broader responsibility may also struggle to retain good people.

Both should be considered when designing the structure.

Creating an Impossible Combined Role

Company secretarial, legal, risk and compliance responsibilities can legitimately sit together in some organisations.

That does not mean several separate jobs can simply be bundled into one vacancy.

Where responsibilities are combined, the scope, seniority and resources need to make sense.

Discuss the Requirement Before Choosing the Title

If you are considering a company secretarial or governance hire, start with the work the team needs to deliver and the problem the appointment needs to solve.

Ingen Partners’ Company Secretarial & Governance Recruitment team can help you assess the level of appointment, decide whether permanent or interim support is appropriate and create a brief based on the organisation’s current requirement rather than an inherited title.

Use the Ingen Partners contact form or email info@ingenpartners.co.uk for a confidential discussion about the structure of the team and the people available in the market.

Company Secretarial Team Structure Frequently Asked Questions