People and roles
Appoint a company secretary in
What a company secretary is, who can be one, whether you need one at all — and what the role is not.
Every Jersey company must have a secretary, and a sole director cannot be it. It is an office of the company — not a paid job, and not a share of it.
People assume a company secretary means hiring a real one. You don’t have to: for a private company the law asks no qualification and sets no pay, and you can do the work yourself. What it does ask is a second person in the role — the second signature on the company’s most formal papers.
What nobody tells you
- The secretary is often the second signature on share certificates and sealed documents.
- Nobody needs to be hired: a parent, a partner or a friend who is not your sole director can hold the office.
- 6 Before you apply · 75%
- 1 Applying · 13%
- 1 Every year, and every change · 13%
- 8 You · 100%
Do you need one? Yes — alwaysYou
Every Jersey company must have a secretary, and a sole director cannot also be the secretary. So a company with one director needs a second person before it can be incorporated.
Who can be itYou
Anyone except your sole director — and not a company whose own sole director is your sole director. For a private company the law asks no qualification: the duty to choose a qualified secretary applies to public companies only.
What the role isYou
An office of the company, not a job. Under the standard articles most small companies adopt, the directors appoint the secretary for the term, the pay and the conditions they think fit — unpaid is a choice the law allows — and can remove them. In practice the secretary looks after what the law asks of the company’s paperwork: the register of members, the minutes of meetings, the Registry’s filings — as far as the directors give them those tasks. You can do all of it yourself; the law only asks that the office is held by someone other than a sole director.
Where the second signature comes inYou
The standard articles ask for two signatures on the company’s most formal papers: a share certificate is sealed, or signed by two directors or by one director and the secretary; a document under the company’s seal is signed by two directors or by a director and the secretary, unless the directors decide otherwise. With one director, the secretary is that second signature.
What it is notYou
Not an owner and not a director: being secretary gives nobody shares. Not a job by default either — the law sets no pay and no hours for it. The directors still run the company and answer for it.
Put the arrangement in writingYouWorth doing
A short letter or agreement between the company and its secretary: what they will and will not do, whether it is paid, that it brings no shares, and that they sign nothing for the company unless the directors ask. Not required by law — but nobody has to guess later.
Name them in the applicationYouthe Jersey Registry (JFSC)
The incorporation application on myRegistry asks for the directors, the company secretary, the members and the beneficial owners.
When the secretary changesYouthe Jersey Registry (JFSC)
The office must never stay empty for long: every company shall have a secretary. The nominated person updates the company’s associated parties on myRegistry.
What you do not need
- A hired, professional or paid secretary, for a private company: anyone other than your sole director can hold the office.
- Shares for the secretary: the office brings none.
- Someone to do the paperwork for you: you can keep the registers and make the filings yourself.
Our advice, in plain words
- Choose someone who will answer when the Registry writes, and who you would trust to sign beside you.
- Write down what they will and will not do — one page, signed by both of you.
Advice from experience — the steps above are the rules.
Keep going
- Employ someoneThe registrations and the monthly return that come with a first employee.Open
- Shares, plainlyWhat a share is, what to decide before you apply, the certificates and the register — and what happens when shares change hands.Open
- Start a companyForm a limited company: who it needs, its office, its rules, the application — and everything that follows, in order.Open
- All of it, in orderPlan my start draws every journey you need, for your place, with your costs.Plan my start
Words in this journey:Company secretaryDirectorMemberNominated personBeneficial ownerMemorandum and articlesCertificate of incorporationmyRegistryLimited company