Fractional Company Secretary Recruitment

Fractional Company Secretary Recruitment

FD Capital recruits fractional and part-time Company Secretaries for UK businesses — providing professional governance support, Companies House compliance, board administration and statutory record-keeping on a one to three day per week basis. Most private companies, PE-backed businesses and growing organisations do not require a full-time Company Secretary, but all have statutory obligations under the Companies Act 2006 that need to be met professionally. A fractional Company Secretary delivers that governance capability at a cost proportionate to the size and complexity of the business. Adrian Lawrence FCA, founder of FD Capital and a Fellow of the ICAEW, leads FD Capital’s governance and senior finance recruitment practice. We place fractional Company Secretaries alongside fractional CFOs and outsourced CFOs — a natural pairing for growing businesses building out their professional governance and finance function simultaneously.

Call 020 3287 9501 or email recruitment@fdcapital.co.uk. Introductions typically within one to two weeks of brief.

What Is a Fractional Company Secretary?

A fractional or part-time Company Secretary works with a business on a defined day-per-week basis rather than as a full-time employee — providing the same statutory compliance, board support and governance oversight as a full-time appointment, within a scope and cost structure that reflects the actual governance workload of the business. Fractional Company Secretaries typically work with two to four clients simultaneously, each engagement covering between half a day and two days per week depending on the business’s size, complexity and activity level.

This is the model used by most private companies below a certain scale. While public companies are legally required to appoint a Company Secretary under the Companies Act 2006, private companies are not — but the governance obligations exist regardless of whether a formal appointment is made. Directors of private companies who do not have a Company Secretary in place are personally responsible for statutory filings, register maintenance and Companies House compliance. Most choose to delegate this to a professional, and for businesses that do not generate enough governance work to justify a full-time salary, the fractional model is the economically rational solution.

What a Fractional Company Secretary Delivers

Companies House filings and statutory compliance

The fractional Company Secretary manages all statutory obligations to Companies House — filing the annual confirmation statement, financial statements and any notifiable changes (director appointments and resignations, changes to share capital, alterations to the articles of association, changes to registered office) within the required timescales. Late filings attract automatic penalties and, in some cases, strike-off proceedings. A fractional Company Secretary eliminates this risk by maintaining a compliance calendar and handling filings promptly.

Statutory register maintenance

The fractional Company Secretary maintains the company’s statutory registers — register of members, register of directors, register of persons with significant control (PSC register) and register of charges. These registers must be kept accurate and up to date at all times. In a business that is actively issuing shares, taking on debt, appointing directors or changing its PSC structure, the statutory register maintenance workload can be significant — and errors can create material problems at due diligence in a sale or fundraising process.

Board meeting support and minutes

The fractional Company Secretary plans and administers the board calendar, circulates meeting agendas and board papers, attends board meetings, takes accurate minutes, and maintains the minute book. The quality of board minutes — particularly in PE-backed businesses, FCA-regulated firms and businesses approaching a sale — is scrutinised during due diligence. A fractional Company Secretary produces minutes that are legally sound, accurately reflect decisions made, and form a reliable record of the Board’s governance.

Shareholder matters and resolutions

The fractional Company Secretary manages the administration of shareholder decisions — drafting written resolutions, managing AGM (Annual General Meeting) administration where applicable, maintaining the share register, and processing share transfers. For businesses with complex shareholder structures — multiple share classes, management equity schemes, investor rights agreements — the Company Secretary ensures that every transaction is correctly documented and registered.

Corporate governance advice

Beyond the mechanical compliance work, a good fractional Company Secretary provides practical governance advice to the Board and Chair — advising on directors’ duties under the Companies Act, conflicts of interest management, board composition, committee structure, and the governance documentation the business needs at its current stage. In PE-backed businesses, the fractional Company Secretary ensures the governance framework meets the expectations of the PE sponsor and is ready for exit due diligence. In FCA-regulated businesses, the Company Secretary works alongside the compliance function to ensure SMCR governance documentation — the Responsibilities Map, Senior Manager approvals — is maintained correctly.

Subsidiary governance management

For businesses with group structures — multiple legal entities, holding companies, trading subsidiaries, acquisition vehicles — the fractional Company Secretary manages the governance of each entity within the group: board minutes, annual filings, intercompany agreements and the consistency of the group’s governance architecture. This subsidiary governance work is one of the areas where gaps most commonly emerge in growing businesses, and where acquirers most frequently identify issues during due diligence.

When a Fractional Company Secretary Is the Right Model

Growing private companies

Private companies in the £2m to £50m revenue range — particularly those that are growing through acquisition, raising external capital or onboarding new institutional investors — generate enough governance work to justify a professional Company Secretary but not enough to justify a full-time appointment. A fractional Company Secretary working one to two days per week provides the governance support the business needs while the finance and leadership teams focus on growth.

PE-backed portfolio companies

PE sponsors increasingly expect portfolio companies to maintain professional governance standards from day one of ownership. The volume of board minutes, management accounts approvals, shareholder resolutions and statutory filings in a PE-backed business — particularly one growing through acquisitions — creates a material governance workload. A fractional Company Secretary ensures the governance function is managed professionally throughout the investment period and that the statutory records are clean when the business goes to exit due diligence. FD Capital’s PE executive search practice works regularly with sponsors on governance and finance function appointments across portfolio companies.

Businesses preparing for sale or investment

A business approaching a sale process, a fundraising round or PE investment frequently discovers governance gaps in its statutory registers, minute books and Companies House filings when advisers begin preparing the due diligence data room. A fractional Company Secretary can be engaged specifically to audit, remediate and maintain the governance records in preparation for a transaction — ensuring the business presents clean statutory documentation and reducing the risk of deal friction from governance deficiencies.

FCA-regulated businesses

In FCA-regulated businesses, the Company Secretary manages governance obligations that intersect with regulatory requirements — SMCR documentation, Senior Manager approvals, Board governance disclosures and, for listed or AIM-quoted regulated businesses, FCA Listing Rule and DTR obligations. A fractional Company Secretary with FCA-regulated business experience understands this intersection and ensures governance documentation meets both Companies Act and FCA supervisory standards. See our FCA regulated firms recruitment practice for the broader governance appointment context.

Subsidiaries and group entities

Large groups frequently use fractional Company Secretary services for subsidiary entities below the main group level — where the governance workload does not justify a dedicated resource but where the statutory obligations are identical to the parent. A fractional Company Secretary working across multiple group subsidiaries provides consistent, professional governance without the cost of separate appointments for each entity.

Fractional Company Secretary Costs UK 2026

A full-time Company Secretary in a mid-market business typically costs £65,000–£90,000 per annum in base salary. The fractional model at one day per week typically costs 10–20% of that, making it the rational structure for businesses where the governance workload does not justify full-time cover. For the full Company Secretary role profile and salary benchmarks see our Company Secretary Job Description page.

Related Governance and Senior Finance Services

Businesses considering a fractional Company Secretary may also be interested in: Company Secretary Job Description | Company Secretary Recruitment | Fractional CFO | Outsourced CFO | NED Recruitment | Finance Director Recruitment | PE Executive Search | Fractional CFO Pricing | FCA Regulated Firms Recruitment | Head of Risk Job Description