Directors' duties & governance

When One Director Does Everything: Should You Outsource the Company Secretary Role?

Quick summary

One or two directors ending up doing all of the admin for a Resident Management Company is extremely common, not a sign anything's uniquely wrong with your board. The real choice is usually between three options: keep doing it informally and unevenly, pay a managing agent to take it off your plate entirely, or use software that spreads the actual work, not just the blame, across every director. Which one makes sense depends on whether the problem is time, expertise, or trust.

Every self-managed block seems to have one. There's always a director who somehow ends up filing the annual paperwork, chasing the missing share certificate, and replying to the solicitor's enquiry, while two other named directors haven't logged into Companies House once. It's a strange thing to notice about yourself: you didn't apply for this. Nobody voted for it. It just happened, one small favour at a time, until it was apparently your job.

Why it's always the same one or two people

Boards made up of volunteers rarely divide labour on purpose. Someone does the first thing because they're comfortable with paperwork, or simply got there first, and after that it's the path of least resistance for everyone, including them, to keep asking. There's a legal reason this role feels so undefined, too: since 2008, a private company in the UK hasn't been legally required to appoint a company secretary at all. So there's often no actual job description, just whoever's doing it this year, by default.

What a managing agent actually takes off your plate

A paid managing agent typically handles the clerical end of running the company: holding the registered office address, tracking filing deadlines, organising meetings, dealing with correspondence. What it costs varies a fair amount depending on what's included, so it's worth getting more than one quote rather than assuming a single figure applies to every building. What you're actually buying is time back, for whoever was doing it before.

What outsourcing doesn't fix

Worth being honest about the limits of this before paying for it:

  • It doesn't remove your legal duties as a director. A paid agent can handle the paperwork, but the directors stay the ones legally responsible for the company's compliance, not the agent.
  • It doesn't fix disagreements between directors. If the resentment is really about decisions, not admin, an agent won't touch that.
  • It doesn't guarantee it actually happens. A managing agent is only as reliable as the one you picked, and switching later, if it goes badly, is its own piece of admin.

The middle path: share the load without paying someone else

For a lot of boards, the actual problem isn't that the work is hard, it's that only one person can see it. Giving every director genuine access to the company's records, filing history and reminders turns "one person's private folder" into something the whole board can actually help with, without the ongoing cost of handing it over entirely.

Questions worth asking before you decide

  • Is the resentment really about time, about not knowing how, or about not trusting it'll get done? Each one points to a different fix.
  • Would the others actually engage if reminders reached their own inbox too, rather than just yours?
  • Is there a genuine skills gap, an identity check nobody's got round to, a share transfer nobody feels confident handling, that a professional would clear faster than the board will teach itself?

The other answer buildings reach for is paying the person doing the work, which is more complicated than it looks: see can an RMC director be paid. And if the imbalance is because someone has stopped turning up, when a director goes quiet covers that.

For the whole picture, see our guide to the company secretary of a share of freehold company.

Frequently asked questions

Do we legally need a company secretary at all?

No, not for a private company. That requirement was removed in 2008. Someone still has to do the work in practice, but there's no legal role that has to exist, which is exactly why it tends to fall on whoever's willing rather than anyone formally appointed.

Does paying someone else reduce my liability as a director?

No. Directors' duties stay with the directors, regardless of who does the day-to-day admin. A managing agent can be a genuinely useful pair of hands, but it isn't a way to transfer legal responsibility.

How much does a managing agent typically charge for this?

It varies considerably depending on the building and what's included, so it's worth getting a few quotes rather than assuming one number applies everywhere. Ask specifically what's covered, filings, meetings, correspondence, so you're comparing like for like.

FreeholdMate isn't a firm of solicitors or chartered accountants, and nothing on this page is legal or financial advice. Where something depends on your building's specific circumstances, check with a solicitor or accountant.