Outsourcing company secretarial work can give an organisation specialist support without creating another permanent role. An in-house Company Secretary offers continuity, organisational knowledge and direct access for the board.
Which works better depends on the work itself.
How often is advice needed? How complex is the organisation? Which responsibilities require judgement rather than routine delivery? And who is expected to take ownership when something needs a decision?
For some organisations, neither fully outsourced nor fully in-house is the answer. An internal lead supported by external specialists can be a better fit.
Outsourced, Interim or In-House at a Glance
| Resourcing model | Usually appropriate when |
|---|---|
| Fully outsourced support | The requirement is defined, predictable and can be handled effectively by an external provider |
| Project consultancy | Specialist expertise or extra delivery is needed for a particular project |
| Interim Company Secretary | Experienced internal support is needed quickly or for a temporary period |
| Permanent in-house appointment | There is an enduring requirement for governance advice, board support or leadership |
| Hybrid arrangement | Internal ownership matters, but selected work can remain external |
Define the requirement first. The resourcing model should follow.
What Is an Outsourced Company Secretary?
An outsourced Company Secretary is an external individual or organisation engaged to undertake some or all company secretarial and governance work.
That can mean very different things.
One provider may handle statutory registers, Companies House filings and entity administration. Another may attend board meetings, prepare minutes, advise directors or support annual reporting.
Employers therefore need to distinguish between:
- Outsourcing administrative activities
- Using an external governance adviser
- Retaining a fractional Company Secretary
- Outsourcing most of the company secretarial function
- Formally appointing an individual or corporate body as Company Secretary
Providing company secretarial services does not automatically make the provider the formally appointed Company Secretary.
Private companies do not generally have to appoint one unless their articles require it. Public companies must have a suitably qualified Company Secretary. Whether or not the work is outsourced, the directors remain legally responsible for the company. The engagement should therefore make clear which responsibilities sit with the provider and which remain internally owned.
The GOV.UK guidance on directors and company secretaries explains the basic legal position.
What Company Secretarial Work Can Be Outsourced?
External providers can handle work such as:
- Statutory records
- Companies House filings
- Entity management
- Board and committee calendars
- Meeting papers
- Minutes and action tracking
- AGM and shareholder meeting support
- Annual reporting
- Governance policies
- Transactions and restructurings
- Governance reviews
- Additional capacity during busy periods
Some of that work is straightforward to separate from the organisation. Some is not.
Routine filings and defined administrative tasks are relatively easy to package and outsource. Regular board advice, sensitive governance matters and work that depends heavily on company history or relationships are different.
That distinction becomes more important as the organisation grows. For companies applying the UK Corporate Governance Code, the Company Secretary’s role includes advising the board on governance matters, supporting the Chair and helping the board and its committees function effectively. Any outsourced arrangement intended to cover those responsibilities must provide sufficient access, authority and understanding of the organisation.
When Does Outsourcing Work Well?
Outsourcing tends to suit organisations where:
- Workload is limited or predictable
- There is not enough work for a full-time appointment
- Specialist knowledge is needed occasionally
- Demand rises and falls during the year
- An existing team needs more capacity
- A project has a clear scope and end point
- The required expertise would be difficult to retain permanently
It also does not require the whole function to be outsourced.
An internal governance team might retain board support and advice while an external provider manages entities. A specialist might be brought in for an acquisition, governance review or annual reporting period.
These arrangements can work very well when the division of responsibilities is straightforward.
Signs an In-House Company Secretary May Be Needed
An outsourced arrangement can be entirely appropriate and then become less suitable as the business changes.
The Board Needs More Regular Advice
Occasional questions can be dealt with externally.
It becomes harder when governance advice is needed throughout the week, directors want input before decisions are made or the adviser needs to understand what happened at previous meetings.
At that point, proximity to the business starts to matter more.
Board and Committee Activity Has Increased
A busier board calendar creates more than extra minutes and paperwork.
Agendas need coordinating. Papers need chasing and reviewing. Actions need following up. Committee Chairs need support. Decisions across different meetings need to remain consistent.
If that has become continuous work, there may be a case for dedicated internal ownership.
The Organisation Has Become More Complex
New subsidiaries, jurisdictions, investors, regulation and corporate activity all increase the demands on the function.
Listed companies and regulated organisations may particularly need someone who understands both the technical requirements and how the business actually operates.
Too Much Depends on Organisational Context
Company secretarial work is not always transferable from one instruction to the next.
Previous board discussions, stakeholder relationships, reporting lines and areas of sensitivity can affect what advice is appropriate.
An external adviser can learn that context. It simply becomes harder when involvement is intermittent or different provider contacts handle different matters.
Managing the Outsourcing Has Become a Significant Job
This is an easy sign to miss.
If senior employees spend substantial time briefing providers, answering background questions, checking work and coordinating different advisers, part of the work has effectively remained in-house anyway.
The organisation may have reached the point where employing someone is more efficient.
The Requirement Is Now Leadership, Not Just Delivery
A provider can complete work and give advice.
An organisation that needs someone to set priorities, develop a team, build succession and take continuing responsibility for the governance function is asking for something broader.
That is where a permanent senior appointment starts to look materially different from outsourced support.
When Is an Interim Company Secretary Better?
There is also a middle ground between external support and permanent recruitment.
An Interim Company Secretary may be appropriate where:
- Someone has left unexpectedly
- Parental or long-term leave needs covering
- A transaction or IPO is creating temporary pressure
- The existing function needs stabilising
- The permanent structure has not been decided
- Recruitment will take time
- Specialist experience is needed during a transition
An interim works inside the organisation and can take direct responsibility while the longer-term requirement becomes clearer.
That can be particularly useful where the employer knows it has a problem but is not yet certain what the permanent role should look like.
When Does a Hybrid Arrangement Work?
Many organisations use internal and external support together.
For example:
- An internal Company Secretary with outsourced entity administration
- An internal governance team using additional support during annual reporting
- A senior internal lead with access to external technical specialists
- A permanent team bringing in consultants for defined projects
- A new hire taking over the core function while routine activities remain outsourced
There is nothing inherently temporary about this model.
It can be an effective long-term structure where specialist or repeatable work remains external and responsibility for the organisation’s core governance sits internally. For the arrangement to work, responsibility for decisions, quality control, escalation and handover should be documented clearly.
How Should Employers Compare the Cost?
Comparing an outsourced fee with a salary can be misleading.
For an outsourced arrangement, consider:
- Retainers and project fees
- Charges outside the agreed scope
- Internal time spent managing the provider
- Availability for unexpected work
- Continuity of the provider’s team
- Transition or remediation costs
For an in-house appointment, the calculation includes:
- Salary and benefits
- Recruitment and onboarding
- Systems and training
- Holiday and absence cover
- Management costs
- The seniority actually needed
- Whether there is enough appropriate work for the role
The important comparison is not simply a headline salary against an annual external fee.
Are the two options providing the same access, experience, capacity and level of responsibility?
Our Company Secretary Salary Guide provides remuneration information across different levels and sectors.
Questions to Ask Before Choosing
Before deciding how to resource the function, work through these questions:
- What work actually needs to be done?
- Which parts require judgement rather than repeatable delivery?
- How often does the board need governance advice?
- Who owns the work internally?
- How much organisational knowledge does the role require?
- Is the requirement temporary, variable or permanent?
- What level of authority and board access is needed?
- Does the role need to lead or develop other people?
- Is specialist regulatory or sector experience required?
- What needs to be different in 12 months?
It can also be useful to identify what is actually going wrong.
Capacity: there are not enough people to do the work.
Capability: the necessary expertise is missing.
Continuity: too much depends on one person or provider.
Structure: responsibilities or reporting lines are unclear.
Those are different problems. Hiring another person will not necessarily solve all four.
Changing the Resourcing Model
Moving work in-house needs more than appointing somebody and cancelling the external contract.
Before the handover:
- Review the existing service agreement
- Confirm whether anyone formally holds office as Company Secretary
- Check statutory records and outstanding actions
- Document recurring deadlines
- Decide what is moving internally
- Arrange access to systems and historic information
- Agree a handover timetable
- Identify immediate risks
- Decide whether temporary cover is needed
There is also no reason to bring everything in-house at once.
Entity administration, specialist advice and project work may still be better handled externally after the permanent appointment has started.
Download the Company Secretarial Resourcing Decision Matrix
DOWNLOADABLE RESOURCE TO ADD WHEN READY: COMPANY SECRETARIAL RESOURCING DECISION MATRIX. REMOVE THIS LINE BEFORE PUBLISHING.
Use the matrix to assess:
- Board and committee workload
- Regulatory complexity
- Need for immediate governance advice
- Entity and jurisdiction requirements
- Workload predictability
- Internal ownership
- Continuity and succession
- Leadership requirements
- Transaction activity
- Specialist expertise
Download the Company Secretarial Resourcing Decision Matrix here.
The completed assessment can help identify whether outsourced, consultancy, interim, permanent or hybrid support is the most appropriate starting point.
Need Company Secretarial Support?
Ingen Partners supports listed companies, FCA-regulated organisations, professional-services firms and growing businesses with company secretarial consultancy and recruitment.
The requirement may call for a defined consultancy project, extra capacity, an interim professional or a permanent appointment.
If recruitment is the right route, our Company Secretarial and Governance Recruitment team can help define the level required and identify relevant candidates.
For external or project-based support, see our Company Secretarial and Governance Consultancy services.
Contact Ingen Partners for a confidential discussion.
Outsourced Company Secretary Frequently Asked Questions
What does an outsourced Company Secretary do?
An outsourced Company Secretary can provide statutory filings, record maintenance, entity management, board and committee support, minutes, governance advice and project assistance. The exact responsibilities depend on the engagement. Employers should review the proposed scope rather than assume that every outsourced provider offers the same service.
Does a UK company have to appoint a Company Secretary?
A UK private company does not generally have to appoint a Company Secretary unless its articles require one. A public company must appoint a suitably qualified Company Secretary. Directors remain responsible for the company even when company secretarial work is delegated or outsourced.
Can an outsourced provider be formally appointed as Company Secretary?
An external individual or an eligible corporate body can sometimes be formally appointed as Company Secretary. However, many providers perform company secretarial work without formally holding office. The organisation should confirm the intended arrangement, its articles and the applicable legal requirements.
Is outsourcing cheaper than hiring an in-house Company Secretary?
Outsourcing may cost less where the requirement is limited or variable. An internal appointment may offer better value where the work is continuous and requires regular board access, detailed organisational knowledge or leadership. Employers should compare the full scope and internal management cost rather than fees and salary alone.
When should company secretarial work be brought in-house?
An in-house appointment may be appropriate when board activity, regulation, organisational complexity or demand for governance advice has become continuous. Other signs include increasing provider-management time, insufficient internal ownership, recurring transactions and the need to lead or develop a governance team.
Can a company use both internal and outsourced company secretarial support?
Yes. An internal Company Secretary or governance team can retain ownership of board advice and key relationships while an external provider handles defined activities, specialist work or additional capacity. Responsibilities, escalation and quality control should be documented clearly.
