Legally, Academy Trusts (Ats) are companies limited by guarantee and, under the terms of the Academies Act 2010, exempt charities. Most academy governors, therefore, are subject to the duties and responsibilities of charitable trustees and company directors, as well as any other conditions that the Secretary of State may require. These responsibilities are mutually reinforcing and are there to ensure the proper governance and conduct of the AT.
Source: Academies Financial Book.
Duties of an academy company secretary
As a newly formed academy, you will be implementing the governance procedures for the first time, which can be a daunting experience. Those procedures will involve reviewing the Academy’s articles and, flowing from that, the implementation of board procedures including the creation of board committees and preparing their terms of reference. Every school that converts into an academy will have to register with Companies House and comply with the UK law. Services such as Company Secretarial, Governor General Meetings as well as Basic Statutory Compliance will be needed.
In addition, of course the statutory registers need to be created and formalised and maintained.
Why assign London Registrars as your academy company secretary
We are specialists in the fields of corporate compliance and governance processes. We are ‘hands on’ and manage the academy’s meetings – preparing the board packs, notices, agenda, matters arising schedules, chairman’s brief and liaising with the directors/trustees. We also ensure that proper processes are in place to ensure that appropriate board committees are properly constituted in accordance with the company’s articles, and appropriate and robust audit trails are established dealing with such things as bribery, health & safety, and data protection. Failures in these areas could ultimately result on personal liability for the directors. Finally we ensure that the statutory registers are established and maintained and the minute book is up to date with the establishment process and thereafter we take custody and responsibility for it (minutes must be kept for 10 years). In contrast the academy’s solicitors are more involved in initial advice and the set up process together with purely legal issues after set up such as litigation, contractual disputes and employment matters. In short we ensure the academy runs smoothly and in compliance with all relevant legislation after it has been established. The following are just some of the services we can offer you:
Company Secretarial Services
- preparing minutes or any ancillary work relating to the board and board committee meetings;
- preparing the notice and agenda for a board meeting, attending the meeting (whether physical or by telephone), taking the minutes, preparing a fair copy, obtaining the chairman’s agreement to the minutes, circulating the minutes to the attendees of the meeting and preparing resolutions for filing at Companies House (if required)
- reviewing minutes received from the Academy for the purposes of compliance
- preparing a ‘matters arising’ schedule
- ad hoc company secretarial services
Assistance with AGMs and Governance General Meetings, including:
- preparing the notice and agenda for any General Meetings and an AGM, attending the meeting (whether physical or by telephone), preparing the minutes and preparing the resolutions for filing at Companies House
- reviewing the annual report and accounts including the director’s and auditor’s report
- drafting notices, reviewing the chairman’s circular, drafting resolutions and the proxy form, and making the meeting arrangements
Basic Statutory Compliance Services
- maintaining all statutory registers
- maintaining the minute book
- facilitating compliance with Single Alternative Inspection Location (SAIL) requirements
- preparing and submitting Annual Confirmation Statement (formerly the Annual Return)
- recording any changes in the statutory registers and filing at Companies House as required, or carrying out due diligence and ID checks on new directors (up to 5 changes/ checks per annum; additional transactions charged @ £25 plus VAT each)
- such ad hoc telephone support during office hours from Monday to Friday as may be required in the discharge of the above stated duties
- filing audited accounts at Companies House
Working with Academy Sponsors
If you are a sponsor working with school academies, we will be more than happy to meet with you and design a governance and compliance structure for all your academy schools as well as act as your company secretary. For further information or a non-obligation discussion please contact us.