A company secretary can run the compliance machinery. A director should own the outcome. That is the clean operating rule for a foreign subsidiary, unless local law, the company’s constitution or a board resolution allocates a specific task differently.
Confusion starts when a parent company treats the secretary as the person who “does compliance”. They may prepare filings, maintain minutes and chase documents. None of that removes director accountability. For a UK private limited company, GOV.UK states that a secretary is optional and that directors remain legally responsible even where one is appointed. The UK example is not a universal rule. It is a useful control principle.
For a subsidiary that has just been formed, pair this role map with Corpenza’s company formation and accounting support and audit and compliance support before the first filing cycle arrives.
Who owns compliance in a foreign subsidiary?
The board or appointed directors should own whether the company meets its legal and governance obligations. The company secretary, local administrator, accountant or external adviser can operate parts of the calendar. Ownership means directors receive the status, challenge exceptions and decide what happens when a filing, register entry or approval is at risk.
That distinction matters most when the file is incomplete. An outsourced provider can send reminders. It cannot make a parent approve accounts, resolve a conflict, confirm a beneficial-owner change or sign a board decision on the parent’s behalf.
What does the company secretary normally do?
The secretary role is usually an administration and governance role. Typical work includes keeping the statutory calendar, preparing board and shareholder materials, maintaining registers, coordinating signatures, lodging approved filings and keeping the registered office correspondence moving. In some countries the role is mandatory for some company types. In others it is optional or supplied by a corporate-services provider.
Do not turn the job title into a universal legal conclusion. First confirm local requirements. Then write the actual task list into the engagement letter and the internal responsibility matrix.
What remains with the director?
A director runs the company and has duties set by the applicable law and the company’s governing documents. In the UK, official guidance says directors must keep company and accounting records, check the confirmation statement, prepare accounts and file accounts and tax returns. It also says that hiring help does not remove legal responsibility for the company’s records, accounts and performance. See Running a limited company: your responsibilities.
For a foreign subsidiary, translate that idea into a local checklist: approvals, financial statements, tax positions, registry changes, ownership disclosures, sanctions or AML escalations where relevant, and material contracts. A director does not need to type every filing into a portal. A director does need a reliable way to know it happened and whether the underlying decision was properly approved.
How should the parent company split the work?
| Control area | Operational lead | Accountable owner | Evidence |
|---|---|---|---|
| Annual filing calendar | Secretary or local provider | Director | Calendar, filing receipt, exception log |
| Accounts and tax return | Accountant | Director | Drafts, approval minute, submission proof |
| Board and shareholder decisions | Secretary prepares pack | Director or board | Signed resolutions and minutes |
| Ownership and control changes | Secretary coordinates | Director | Updated ownership chart and registry proof |
| Bank or regulator request | Provider gathers file | Director escalates decisions | Request log and response record |
Keep one named director as the internal escalation point. If the parent uses several advisers, this prevents the familiar failure where each firm assumes another firm owns the deadline.
Which changes should trigger an immediate review?
Review the matrix when a director, shareholder, beneficial owner, signatory, registered office, business activity, accounting reference date or bank mandate changes. A change may affect more than one register and more than one provider. The UK PSC framework illustrates the problem: companies must identify people with significant control and notify Companies House of changes. Read the current GOV.UK PSC guidance for the UK position.
Banking is a separate layer. A registry update does not automatically complete a bank’s KYC review. Keep the ownership chart, IDs, group chart, business explanation and approval trail aligned so the company can answer the next request without rebuilding its history under time pressure.
What should a foreign parent ask before appointing a secretary or provider?
Ask who monitors each deadline, who reviews the information before filing, who can bind the company, how ownership changes are handled, and what happens when a local authority asks a question. Ask for a handover process too. A provider change is where undocumented calendars and unsigned resolutions tend to surface.
A low monthly fee tells you little about control. The useful test is whether the provider can show a current responsibility matrix, filing evidence and an escalation route to a director. If the answer is vague, the parent has bought administration without a control system.
Frequently asked questions
Can a company secretary be a director?
Often yes, subject to the local company law and company documents. GOV.UK says a UK company secretary can be a director, but that does not merge every duty or remove director responsibility.
Does appointing a secretary make directors less liable?
Do not assume so. The legal answer is jurisdiction-specific. The UK official position is clear that directors remain legally responsible when they hire others to manage work day to day.
Does every foreign subsidiary need a company secretary?
No universal answer exists. Check the local entity type, registry rules and constitutional documents before appointment.
Who should deal with a late filing notice?
The provider can investigate and prepare the response, while the accountable director should receive the issue, approve any substantive position and make sure the record is closed.
Sources and effective dates
GOV.UK, Set up a private limited company, updated 3 February 2025 and accessed 25 July 2026: UK director responsibility and optional secretary example.
GOV.UK, Running a limited company: your responsibilities, updated 29 January 2025 and accessed 25 July 2026: director duties, confirmation statement and outsourcing point.
GOV.UK, People with significant control, updated 18 November 2025 and accessed 25 July 2026: UK ownership-control update example.
Scope note: this is general information, not legal or tax advice. The legal duties of a director, the need for a company secretary, and filing deadlines depend on the subsidiary’s jurisdiction, constitution and activity.
