Company Secretary Engagement Letter Template for England and Wales

A Company Secretary Engagement Letter is a formal contract that establishes the terms under which a company secretary provides corporate secretarial services to your company. This document creates a clear legal framework for the professional relationship, defining responsibilities, service scope, and compliance obligations under England and Wales corporate law.

When do you need this document?

You need this engagement letter whenever appointing a new company secretary, whether an individual professional or a corporate secretarial firm. This is essential when your company requires statutory compliance support, governance assistance, or when existing company secretary arrangements are being renewed or restructured. The document is particularly crucial for public companies that must have a qualified company secretary under the Companies Act 2006, and for private companies seeking professional secretarial services to ensure regulatory compliance. You should also use this letter when changing service providers or when updating terms of existing arrangements to reflect new regulatory requirements or business needs.

Key legal considerations

The engagement letter must clearly define the scope of services, including statutory duties such as maintaining company registers, filing returns with Companies House, and ensuring compliance with disclosure obligations. Professional indemnity insurance requirements should be specified to protect against potential errors or omissions in service delivery. Confidentiality clauses are essential given the sensitive nature of corporate information handled by company secretaries. The document should address data protection responsibilities under GDPR and establish clear protocols for handling personal and corporate data. Fee structures, payment terms, and termination procedures must be precisely defined to avoid disputes. For listed companies, additional considerations include compliance with the Corporate Governance Code and Financial Services and Markets Act requirements.

Legal requirements in England and Wales

Under the Companies Act 2006, public companies must appoint a company secretary who meets specific qualification requirements, making a formal engagement letter legally prudent. The document must comply with general contract law principles and clearly establish the contractual relationship between parties. Company secretaries have statutory duties that cannot be delegated, so the engagement letter should clarify which responsibilities remain with the company versus the service provider. The agreement must address compliance with Companies House filing requirements, maintenance of statutory registers, and adherence to corporate governance standards. Data protection obligations under the Data Protection Act 2018 must be incorporated, particularly regarding the handling of shareholder information and corporate records. Professional standards and regulatory compliance requirements should reference relevant professional body guidelines, such as those from the Institute of Chartered Secretaries and Administrators.