Charity secretary: the role and the law

Does a charity need a secretary?

A charity needs a secretary only if its governing document says so, or if it is a public company. The Charity Commission's guidance Charity meetings (CC48) starts from the governing document: “Check your governing document for details about the secretary’s role, such as: any responsibilities they have before, during and after meetings; how they are appointed”. It also accepts that the office may not exist: “Some charities do not have an official secretary. If this is the case, someone else such as a trustee or an employee can carry out the role at your meeting.”

For a charitable company, company law sets the floor. Section 270(1) of the Companies Act 2006 says “A private company is not required to have a secretary”, and charitable companies are almost all private companies limited by guarantee. Only a public company must have one: section 271 says “A public company must have a secretary.” The Commission's model articles for a charitable company (GD1) are written to match: “Having a company secretary is no longer a legal requirement. Accordingly, the references to the company secretary are such that the charity can operate without one if it wishes to do so.”

A company without a secretary still has secretarial work to do, and the Act says who does it. Under section 270(3)(b), anything “required or authorised to be done by or to the secretary of the company may be done by or to– (i) a director, or (ii) a person authorised generally or specifically in that behalf by the directors”. Where a company does have a secretary but the office falls vacant, section 274 lets an assistant or deputy secretary act, or failing that “any person authorised generally or specifically in that behalf by the directors”.

Unincorporated charities and CIOs depend entirely on their constitution. The Commission's model governing documents show the two common patterns: the model constitution for an unincorporated charity (GD3) says “The charity shall have the following officers: A chair, A secretary, A treasurer”, while the model for a small charity (GD4) has the trustees elect a chair, treasurer and secretary after each AGM. A CIO's constitution decides whether it has a secretary at all.

What a charity secretary does

The Charity Commission's summary of the charity secretary's responsibilities is short: “The secretary of a charity is usually responsible for organising the meeting, including: calling the meeting; supporting the chair during the meeting; taking minutes”. In practice – the Commission's model documents name few duties beyond calling meetings – the job usually expands into something like this:

1. Calling meetings. Send the notice in the form and with the period the governing document sets. CC48 says the notice period “is usually a period of clear days or weeks” and that a clear period “does not include the day you send the notice or the day of the meeting”. Notice by post always works; CC48 says notice by email is possible where the governing document allows it, and “You should only do this if your charity’s trustees and members have agreed that you can send them notice in these other ways.”
2. Getting the notice period right for general meetings, including the annual general meeting (AGM). A charitable company must give at least 14 days' notice of a general meeting, or longer if its articles say so. CC48 sets no notice period for a CIO, only what a CIO's notice must contain, such as details of any resolution to amend the governing document, so a CIO follows its constitution. Where a governing document has no rule on notice, CC48 says to “give reasonable notice (a minimum period of 3 weeks)” and to amend the governing document, though less may be reasonable for an extraordinary or special general meeting; a charitable company's statutory 14 days applies whatever its articles say. The charity AGM guide covers AGM notice in detail.
3. Preparing the agenda and papers with the chair, and sending them early enough for trustees to read them; the charity board papers guide covers what goes in the pack.
4. Recording attendance and the quorum. CC48 defines a quorum as “the minimum number of voting trustees or members that must attend a meeting to make valid decisions” and warns that decisions made without one “are not valid and could be challenged”. The secretary often checks it before business starts and records declared conflicts of interest.
5. Taking and circulating the minutes. CC48: “You should send the draft minutes to every trustee as soon as possible after a trustee meeting.” The minutes are approved at the next meeting and “The chair should then sign the minutes and store them safely.” The minute taking guide covers what to record.
6. Keeping the register of members. CC48: “Charitable companies and CIOs must keep a register of members.” “Other types of charity should also keep a register if they have members.”
7. Keeping the governing document, with every amendment and the resolution that made it, and the charity's other formal records.
8. Handling correspondence for the board, and often acting as the charity's contact with the Charity Commission and, for a charitable company, Companies House – work the trustees delegate and remain responsible for.

That is the core of the role: the secretary runs the machinery of the board's governance, while the trustees remain responsible for it. Some boards add more – the register of interests, the board calendar, induction packs for new trustees – but a secretary's duties are whatever the governing document and the board's own decisions give them, and it is worth writing them down.

The honorary secretary of an unincorporated charity or group

In a small unincorporated charity, community group or association, the secretary is usually an honorary secretary – a volunteer, and usually a trustee. Under the Commission's model constitution for a small charity (GD4), “Trustees must hold at least 3 meetings each year. At their first meeting after the AGM they will elect a chair, treasurer and secretary.” Under the model constitution for an unincorporated charity (GD3), the officers are trustees by definition: “The officers and other members of the committee shall be the trustees of the Charity”.

GD3 also gives the secretary one specific duty that is easy to miss: “The secretary must call a meeting of the trustees if requested to do so by a trustee.” A secretary who declines to call a meeting a trustee has asked for is in breach of the constitution, not exercising discretion.

An honorary secretary who is a trustee carries the full trustee duties as well as the secretary's tasks; the charity trustee responsibilities guide covers them. In practice the honorary secretary is also the person who knows where the constitution, the minute book and the list of members are kept. There is no statutory register of trustees for an unincorporated charity, but a registered charity's entry on the Commission's register must be kept up to date, and CC48 says a trust or unincorporated association “should store your charity’s minutes for at least 6 years”. The board minutes retention guide covers retention for each form of charity.

The company secretary of a charitable company

A company secretary is an officer of the company. For the Companies Act's offences, section 1121 says “officer” includes “any director, manager or secretary”, and an officer is “in default” if they authorise or permit, participate in, or fail to take all reasonable steps to prevent a contravention. That is the company secretary's personal exposure: the filing and record-keeping offences of company law, not the charity's compliance as a whole, which stays with the trustees as directors.

What changed on 18 November 2025. The Economic Crime and Corporate Transparency Act 2023 abolished the company's own registers of directors and secretaries. Schedule 2 of that Act omitted sections 274A to 279F of the Companies Act (“register of secretaries etc”), and the register of directors and of directors' residential addresses went the same day (sections 161A to 167F, as the section 162 page records). Guidance that tells a company secretary to keep the register of directors is out of date. The central register at Companies House is now the only one.

In their place, the company notifies Companies House directly:

• Section 279G: “A company must give notice to the registrar if a person– (a) becomes the secretary or one of the joint secretaries of the company, or (b) ceases to be the secretary or one of the joint secretaries of the company.” The notice “must be given within the period of 14 days beginning with the day on which the person becomes or ceases to be the secretary”, and a notice of appointment must include “a statement by the company that the person has consented to act in that capacity”.
• Section 279H: the company must notify “any change in the required information about the secretary”, within the same 14 days.
• Section 279M: “If a company fails, without reasonable excuse, to comply with section 279G, 279H or 279I, an offence is committed by– (a) the company, and (b) every officer of the company who is in default.”

GOV.UK's guide to making changes to your limited company applies the same 14 days to directors and their details, which for a charitable company means every change of trustee. The secretary usually files those changes too.

What the company still keeps itself. Section 113: “Every company must keep a register of its members.” Minutes of directors' meetings must be kept “for at least ten years from the date of the meeting” (section 248), and records of general meetings and members' resolutions for at least ten years (section 355). Under GD1, “The secretary (if any) must call a meeting of the directors if requested to do so by a director.”

Identity verification. Companies House's guidance Verifying your identity for Companies House (updated 1 June 2026) lists who must verify: “a director”, the equivalent of a director, “a person with significant control (PSC)” and authorised agents. A company secretary is not on the list as secretary, and Companies House says “We’ll introduce identity verification at a later date for: people who file at Companies House”. A secretary who is also a trustee must verify as a director. The secretary's practical job is the trustees' codes: a new director must give their personal code “as part of your appointment filing”, existing directors give theirs in the company's next confirmation statement, and Companies House says “Your company will be unable to file its confirmation statement unless all its directors are verified.”

The confirmation statement is the yearly filing to Companies House. The Charity Commission's annual return is a separate filing to a separate regulator, and a charitable company makes both.

CIOs, the Commission and the handover

A CIO is not a company, so sections 270 to 279M do not apply to it, and a CIO's trustees are not filed at Companies House. A CIO keeps its own registers instead: the Charitable Incorporated Organisations (General) Regulations 2012 say “The CIO must make an alteration to the register of members or register of charity trustees within 28 days of the date on which the event necessitating the alteration occurs.” Where a CIO has a secretary, keeping those registers is usually their job.

For every registered charity – and every CIO is registered – the trustees' details on the Commission's register of charities have to be kept current. The Commission's guidance Finding and appointing new trustees (CC30) says that, as soon as possible after an appointment, you “must update your charity’s register page using My Charity Commission Account. Add the details of the new trustee and remove those of any trustees who have left”. The duty is the trustees'; the secretary is usually the one who does it.

When a secretary stands down, the records and the access leave with them unless someone collects them. The Commission's guidance on trustee resignation and removal has long suggested a handover for a trustee with special responsibilities: training others “in how to complete the annual return” and telling “the Commission your named contact has changed”. A secretary's handover checklist:

1. Minute the change: who stood down, who was appointed and from when.
2. For a charitable company, notify Companies House within 14 days that the outgoing secretary has ceased to act and, if there is a successor, of their appointment with the company's statement that they consent to act (section 279G). If the company will run without a secretary, minute who the directors have authorised to do the secretary's work (section 270(3)(b)).
3. Hand over the records: the governing document and its amendments, the minute book or minute files, the register of members, signed minutes and attendance records, and the register of interests.
4. Move the access, not the passwords: every My Charity Commission Account is personal, so if the outgoing secretary is the charity's contact with the Commission, they add the new contact in ‘Update Charity Details’ and update their own role. For a charitable company, make sure the new secretary has the company authentication code – “the equivalent of a company officer’s signature” for online filing – and consider changing it, telling anyone else who files online for the company, such as an accountant. Then the charity's email and shared drives, and, for a Scottish charity, the contact details held by OSCR.
5. Update bank mandates if the secretary was a signatory, and remove the outgoing secretary's access on the day.
6. Ask for charity information held on personal devices to be returned to the charity and then deleted, including messages that record decisions.

The departing secretary's trusteeship, if they were a trustee, follows its own rules; the trustee resignation guide covers them.

The messages that reach the secretary, and leave with them

The secretary keeps the board's formal record, but a great deal of the material behind it arrives by message to the secretary's own phone. Apologies the evening before a meeting. A trustee asking whether the meeting will be quorate. A request from a trustee to call a meeting, which under GD3 the secretary must act on. The “can we just agree this by message” exchange when a decision cannot wait for the next meeting and, where the governing document allows business to be done by message, the replies that make it a decision.

Several of those bear on the formal record: a trustee's request to call a meeting, the apologies behind the quorum, and the agreement between meetings that the next minutes should record. When the secretary stands down, the minute book passes to the successor; the messages stay on the old secretary's phone, and the new secretary cannot see what was agreed or asked for.

ComplyChat is a messaging app for work conversations an organisation needs to keep. A board channel held by the charity keeps those messages with the charity when the secretary changes, and because a mobile number verified by SMS is an identity on the platform, trustees and volunteers without a charity email account can take part. Everyone added to a channel is told it is on the record, and on the paid plans conversations are kept in the charity's own Microsoft 365 subscription, under the retention schedules it already runs. It is not a minute book, a statutory register or a Companies House filing service, and it does not change who decides. A board that already conducts all its business in charity email accounts may not need it.

A question for the next board meeting: if the secretary stood down tomorrow, which of the messages behind the last set of minutes would the new secretary be able to read?

Questions people ask

Can a charity run without a secretary?

Yes, unless its governing document requires one. A private company, which includes almost every charitable company, “is not required to have a secretary” under section 270 of the Companies Act 2006, and the Charity Commission's CC48 says that where a charity has no official secretary, “someone else such as a trustee or an employee can carry out the role at your meeting”.

Do charities need a company secretary?

No, unless the charity is a public company or its articles require one. Section 270 of the Companies Act 2006 says a private company is not required to have a secretary, and the Commission's model articles say “Having a company secretary is no longer a legal requirement.” Without a secretary, a director or a person the directors authorise does the secretary's work.

Does a charity secretary need to be a trustee?

Not by law. Nothing in the Companies Act requires a company secretary to be a director, and the Commission's model articles define the secretary simply as “any person appointed to perform the duties of the secretary of the charity”. In an unincorporated charity using the Commission's model constitution GD3, the secretary is one of the officers and the officers are trustees; under the small-charity model GD4, the trustees elect the secretary. Check your governing document.

What does a charity secretary do?

The Charity Commission says the secretary “is usually responsible for organising the meeting, including: calling the meeting; supporting the chair during the meeting; taking minutes”. In practice the role often extends to keeping the register of members, the governing document and the minutes, and in a charitable company the secretary usually files changes of trustees and secretary with Companies House.

How many committee members are needed for a charity?

The governing document sets the number; there is no single rule for every charity in England and Wales. The Charity Commission’s model constitution for a small charity (GD4) has the members elect “between 3 and 10 trustees” and says “At least 3 trustees must be present at the meeting to be able to take decisions.” The secretary is usually the person who checks that a meeting is quorate before business starts.

Who tells Companies House when a charity's secretary changes?

The company does, within 14 days of a person becoming or ceasing to be secretary, under section 279G of the Companies Act 2006, in force since 18 November 2025. The notice of a new secretary must include a statement that they have consented to act, and failing to notify without reasonable excuse is an offence by the company and every officer in default (section 279M).

Official guidance and your next step

The Charity Commission's guidance is Charity meetings (CC48), with its model governing documents. The company law is in sections 270 to 274 and sections 279G to 279M of the Companies Act 2006, as amended by Schedule 2 to the Economic Crime and Corporate Transparency Act 2023, and Companies House explains identity verification in Verifying your identity for Companies House. Quotations are from those pages as published on 28 October 2026.

This guide is a summary for charities in England and Wales, not legal advice; your governing document decides what your secretary does. The Companies Act points apply to charitable companies across the UK, but Scottish charities should look to OSCR for everything else, and Northern Ireland charities to the Charity Commission for Northern Ireland.

Then do one thing: find every clause in your governing document that mentions the secretary, and write the duties they give on one page. If your charity is a company, check that Companies House shows the right secretary, or none, today.