Does a Share of Freehold Company Need a Company Secretary?

Ask this question on a property forum and you will get six confident answers, three of them contradicting each other. It is one of those topics where the law changed, the internet did not entirely notice, and the leftover advice keeps getting repeated. So here is the actual position.

What the law says

Section 270(1) of the Companies Act 2006 is refreshingly blunt:

> "A private company is not required to have a secretary."

Your freehold company is a private company limited by shares, or if you are a Right to Manage company, private limited by guarantee. Either way, the Act does not require you to have a secretary. Public companies are a different story and must have one, but that is not you.

The Act also tidies up the consequences. Section 270(3) says that where a private company has no secretary, anything that would be sent to the secretary can be sent to the company itself, and anything the secretary would do can be done by a director or by someone the directors authorise. So there is no gap left behind. Nothing goes unowned just because nobody holds the title.

The catch almost nobody checks

Not being *required* to have one is not the same as being *free* not to have one. Your articles of association are the company's own rulebook, and they bind the company and its members. If your articles say the company shall have a secretary, then it shall, regardless of what the Act permits.

This matters more than it sounds for buildings, because a lot of freehold companies were incorporated years ago on older model articles, or on a solicitor's precedent drafted when every company needed a secretary. Those articles frequently still carry the requirement, sitting there quietly, doing nothing, until someone reads them.

How to check, in about ten minutes

1. Find your articles. Search your company on the Companies House register, open the filing history, and look for "Articles of Association" or the incorporation documents. They are free to download.
2. Search the document for "secretary". Literally use the find function. You are looking for wording like "the company shall have a secretary" or a clause about the directors appointing one.
3. Read what it actually says. "Shall have" is a requirement. "May appoint" is a power, not a duty. The difference is the whole answer.
4. If it requires one and you have not got one, either appoint someone, which is free and takes minutes (here is how), or change the articles by special resolution, which is more work than just appointing someone.

Should you have one anyway?

Different question, and our answer is a fairly clear yes, for reasons that have nothing to do with legal compulsion.

Across thousands of self-managed freehold and Right to Manage companies we looked at, more than half had nobody named as secretary at all. Those companies had a strike-off rate roughly six times higher than the ones that did. The role itself is not magic. What it does is make one person unambiguously responsible for the admin, in a structure where responsibility otherwise diffuses until it evaporates. More on that in why a named secretary matters more than it looks.

It is also worth knowing that nine in ten named secretaries in that data were residents of the building, not outsourced professionals. This is a job a neighbour does, not one you have to buy.

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.