3 Key Roles in a UK Company: Shareholder, Director, and Company Secretary

When setting up or managing a UK company, it's essential to understand the key roles that ensure the company functions legally and effectively. Three of the most fundamental positions are the Shareholder, the Director, and the Company Secretary. Each plays a different role in the business, and understanding their responsibilities helps avoid confusion and ensures smooth governance.

1. Shareholder

A shareholder is the owner of the company. They invest money into the business in exchange for shares, which represent ownership. Shareholders have the right to:

• Receive a share of the company’s profits (dividends)

• Vote on key issues, such as appointing or removing directors

• Approve certain major decisions (e.g. changes to the company’s structure)

In many small companies, shareholders and directors may be the same person, but legally they hold different responsibilities.

2. Director

Directors are responsible for the day-to-day running of the company. They must act in the best interests of the company and comply with their legal duties under the Companies Act 2006. Key responsibilities include:

• Making strategic and operational decisions

• Ensuring company accounts and records are accurate

• Submitting annual filings to Companies House

It is possible to have just one director in a private limited company. Directors do not have to be shareholders, although in many cases they are.

3. Company Secretary

While not legally required for private limited companies, appointing a Company Secretary can be useful. This role supports the board with compliance and administrative tasks. Duties may include:

• Maintaining statutory registers

• Organising board meetings and keeping minutes

• Ensuring filings are made to Companies House on time

In larger or more regulated businesses, the Company Secretary plays a vital governance role.

Why This Matters

Understanding these three roles is essential for anyone looking to start or run a company in the UK. Whether you are launching a startup, investing in a business, or managing a growing company, knowing who is responsible for what is key to avoiding legal issues and building a strong governance structure.

If you are unsure about how these roles apply to your situation, seeking legal consultancy can provide clarity and ensure full compliance with UK company law.