Quick summary
Directors run the company and carry real legal duties and real personal exposure. The secretary handles administration and carries very little of either. One person can hold both roles in a private company, and in most self-managed buildings somebody does. The distinction matters most when you are trying to persuade a nervous neighbour to help.
At an AGM in a six-flat building, these two titles get used more or less interchangeably, and the person being volunteered has no idea which one they are being asked to take. Worth pulling apart, because they are genuinely different jobs with genuinely different risk attached.
Directors
Directors are the company. They make the decisions, and the Companies Act loads seven general duties onto them: acting within powers, promoting the company's success, independent judgement, reasonable care and skill, avoiding conflicts, not accepting benefits from third parties, and declaring interests. Those duties are personal. Limited liability protects your house from the company's debts in the ordinary course, but it does not protect a director from the consequences of their own breach of duty.
For a building, that means directors are on the hook for decisions about the freehold, insurance, major works and service charges. Real responsibility. We covered it properly in could you be personally liable.
The secretary
The secretary is an officer of the company, but not a decision maker by virtue of the role. No general duties equivalent to the directors' seven. The job is administrative: filings, deadlines, records, correspondence. Our honest list of what the job involves runs to about five recurring items a year.
The secretary can be in default for certain filing failures, so it is not a zero-risk role. But it is a different order of magnitude from being a director, and saying so plainly is often what unblocks a board.
Side by side
- Decision-making power: directors yes, secretary no.
- General statutory duties: directors yes, seven of them. Secretary no.
- Personal exposure: directors meaningful. Secretary limited and filing-specific.
- Legally required? Directors yes, at least one. Secretary no, unless your articles say so.
- Identity verification at Companies House: directors yes, and it now blocks filings. Secretary not in the same way.
- Qualifications needed: neither.
Can one person be both?
Yes, in a private company, and it is the normal arrangement in a small building. What you cannot do is have a company with no directors at all. You can have one with no secretary.
The more interesting question is whether one person *should* be both. Our own data says something useful here: companies with a named secretary had a strike-off rate roughly six times lower than those without. But companies under strike-off notice averaged 1.82 directors against about three everywhere else. Both signals point the same way, and it is not about titles. It is about how many people are genuinely involved. One person holding both roles is not obviously better than one person holding one, if they are still the only person holding anything.
Why this matters for recruiting
The most common reason a building cannot fill either role is that somebody heard "director" and "personally liable" in the same sentence and quietly stopped answering the WhatsApp group. If what you actually need is someone to handle filings and deadlines, ask them to be secretary and say clearly that it does not carry directors' duties. It is a smaller ask, it is true, and it fills the gap that the data says actually matters.
This is one part of our full guide to the company secretary of a share of freehold company, which covers the whole role end to end.
Frequently asked questions
Can the same person be a director and the company secretary?
Yes, in a private company. Most small self-managed buildings do exactly that.
Does the company secretary have to be a director too?
No. They are independent appointments and some buildings deliberately keep them separate.
Which role carries more legal risk?
Director, clearly. Directors carry the Companies Act's general duties and the personal exposure that goes with them. The secretary role is administrative and its exposure is largely limited to specific filing failures.
Can a company have a secretary but no directors?
No. A private company must have at least one director. It does not have to have a secretary at all.