Company Secretary Interview Questions and Model Answers

The company secretary interview questions that matter, what each one tests, model answers grounded in UK company law, and a one-week prep plan.

Company secretary interview questions test three things. First, whether you know the statutory mechanics without looking them up: notice periods, resolutions, filings, minutes. Second, whether you can run the board's machinery: agendas, papers, induction, evaluation. Third, and most important, whether you will hold your ground when a director or the chief executive wants something the law or the articles do not allow. The thirteen questions below cover all three, each with what the interviewer is listening for and a model answer. The law in the answers is UK law (the Companies Act 2006 and the UK Corporate Governance Code) unless a section says otherwise, so check your own jurisdiction's rules if you are interviewing elsewhere.

A quick check before you read on: this page is about the governance role, the officer who supports a company's board. If you are preparing for an administrative or personal secretary job, the questions are different.

What the role is, and why it shapes the questions

The legal starting point explains a lot of what you will be asked.

Not every company needs one. In the UK, a private company is not required to have a secretary. If it has none, the directors, or someone they authorise, do the secretary's tasks. A public company must have one. In Australia the split is similar: ASIC says proprietary companies do not need a secretary, while public companies must have at least one who normally lives in Australia. So an interviewer at a listed group and one at a private company are hiring for quite different jobs, and the first will ask far more about the board, shareholders and market rules.

Public company secretaries need a qualification route. Under section 273 of the Companies Act, the directors of a public company must take reasonable steps to make sure the secretary has the knowledge and experience for the job and meets at least one of these: three of the last five years as secretary of a public company; membership of one of the listed accountancy or governance bodies (the Act names ICSA, ACCA, CIMA, CIPFA and the chartered accountancy institutes); being a UK barrister, advocate or solicitor; or another position or membership the directors judge makes the person capable. Expect to be asked which route you meet.

The secretary advises the whole board, not one person. Provision 16 of the 2024 UK Corporate Governance Code says every director should have access to the company secretary's advice, that the secretary advises the board on all governance matters, and that appointing or removing the secretary is a decision for the whole board. The FRC's guidance on the Code adds that the secretary should report to the chair on board governance matters, may report to an executive for other duties, and should have their pay set by the remuneration committee. This is the structure behind every "what would you do if the CEO asked you to…" question. Your protection, and your duty, runs to the board as a whole.

The job is wider than compliance. The Chartered Governance Institute describes the role as a trusted adviser and the organisation's memory, working with the board and executive team on legal and regulatory change, reporting, stakeholder engagement, culture and succession. It also notes the job goes by other titles, such as head of governance or governance manager. If the posting uses one of those, prepare for the same questions.

Statutory knowledge

These questions have right and wrong answers. Get the numbers exactly right; a vague answer here costs more than anywhere else.

1. What does a company secretary do, and who do you report to?

Testing: whether you see the role as governance or as administration. A strong answer covers both levels.

"The day-to-day core is keeping the company compliant: board and general meetings, minutes, Companies House filings and the statutory records. The more valuable part is advising the board on governance, making sure directors get the right information in time to make decisions, and supporting induction and the board review. On reporting lines, I'd expect to report to the chair on board governance, as the FRC guidance recommends, even if I report to the CFO or general counsel for my other work."

2. Walk me through calling a general meeting.

Testing: whether you know the notice rules and their exceptions. The key figures under the Companies Act:

• A private company's general meeting needs at least 14 days' notice.
• A public company's AGM needs at least 21 days; its other general meetings need at least 14.
• The articles can require longer.
• Members can agree to shorter notice: a majority in number holding at least 90% of the voting shares in a private company (the articles can raise this to as much as 95%), or 95% in a public company. That route does not cover a public company's AGM; a non-traded public company can call its AGM on shorter notice only if every member entitled to attend and vote agrees (section 337(2)).
• A public company must hold its AGM within six months of the day after its accounting reference date.

A good answer then turns practical: check the articles first, agree the date with the chair, work back from the notice period and any proxy deadlines, and get the notice and any resolutions reviewed by the company's lawyers if anything is unusual.

3. What's the difference between an ordinary and a special resolution, and when can you use a written resolution?

Testing: precision. A special resolution needs at least 75% of the votes. An ordinary resolution needs a simple majority. Written resolutions are only for private companies, and two decisions can never be taken that way: removing a director early under section 168 and removing an auditor early. The follow-up interviewers like to ask: removing a director by ordinary resolution also needs special notice and has to be voted on at a meeting.

4. A director has an interest in a contract the board is about to approve. What do you do?

Testing: whether you know the declaration rules and how they work in a real meeting. Under section 177, a director with a direct or indirect interest in a proposed transaction must declare its nature and extent to the other directors before the company enters into it. They can do this at a board meeting, by written notice or by general notice. A full answer adds the practical steps: check what the articles say about the conflicted director voting or counting towards the quorum, record the declaration in the minutes, and keep a running record of standing declarations so the next meeting does not depend on memory.

5. What keeps a UK company in good standing at Companies House?

Testing: whether your knowledge is current. Cover the basics: a confirmation statement within 14 days of the end of each 12-month review period, and notifying Companies House within 14 days when a secretary is appointed or leaves. Then show you have kept up with the Economic Crime and Corporate Transparency Act 2023:

• From 18 November 2025, companies no longer keep their own register of secretaries. The Act removed sections 274A to 279F of the Companies Act and relies on notifying the registrar instead.
• Identity verification became a legal requirement on the same date for directors and people with significant control.

One detail separates prepared candidates from the rest. Companies House's own guidance does not list company secretaries among the people who must verify, and in June 2026 it removed the example of a secretary filing for a company from its "who needs to verify" list. Verification for people who file is due at a later date. If you say secretaries must verify their identity, an experienced interviewer will notice.

6. (Listed companies) How do you manage insider lists and dealing by directors?

Testing: market rules, if the company has listed securities. Under the UK Market Abuse Regulation as it currently stands, the issuer must keep an insider list showing who has access to inside information, why and since when, update it promptly, and keep it for at least five years. The official text notes that the Regulation is listed for revocation under the Financial Services and Markets Act 2023, so check the current rules before the interview. People with managerial responsibilities must notify their dealings promptly and no later than three working days after the transaction once the annual reporting threshold is passed, and may not deal in the 30 calendar days before an interim or year-end report is announced, subject to limited exceptions the issuer can allow. Say how you would run this in practice: a dealing-approval process, reminders before each closed period, and a written acknowledgement of their obligations from everyone you add to an insider list, which the regulation requires you to take reasonable steps to get.

Running the board

7. How do you prepare for a board meeting?

Testing: whether you plan ahead or react. Describe a forward agenda agreed with the chair for the year, so recurring items (results, the annual report, risk reviews, the board review) land in the right meetings. Then the cycle for each meeting: agree the agenda with the chair, set a deadline for papers, push back on papers that do not say what decision is being asked for, and circulate the pack early enough for directors to read it. The FRC guidance puts good information flow within the board and its committees at the centre of the role. Say how you would know the papers were working: directors arrive with questions about substance, not asking what a paper is for.

8. How do you take minutes? What goes in, and what stays out?

Testing: judgment, because minutes are evidence. Every company must minute its directors' meetings and keep the minutes for at least ten years. A useful way to answer is to show the difference between a weak and a strong minute for the same discussion.

Weak: "The board discussed the acquisition and approved it."

Strong: "The CFO presented the acquisition paper, including the due diligence findings on the target's pension liabilities. The board discussed the price and the integration risk. J. Smith asked whether the pension deficit had been independently valued; the CFO confirmed it had. J. Smith declared an interest as a former adviser to the target and did not vote. The board approved the acquisition, subject to the conditions in section 4 of the paper."

The strong version shows that the board considered the key risk, records the conflict and who voted, and points to the paper rather than copying it. It is not a transcript. Say that you would record the substance of challenge and the reasons for a decision, not who said every sentence.

9. How would you support a new director's induction and the annual board review?

Testing: whether you see the board as something to develop, not just service. The FRC guidance gives the secretary a part in both: helping the nomination committee and chair make sure new directors get a full and tailored induction, and supporting the chair in the annual board performance review. A good answer is concrete. For induction: a reading pack (articles, recent minutes, strategy, risk register, the governance framework), meetings with executives and the auditors, and a site visit. For the review: help design it, collate the results, and track the actions agreed afterwards so the next review can check what changed.

Judgment and independence

These are the questions most interviews are really built around. There is rarely one right answer, but there are clearly wrong ones.

10. The CEO asks you to leave a director's objection out of the minutes. What do you do?

Testing: independence under pressure from someone senior.

"I'd say no, politely and early. Minutes have to be an accurate record of the meeting, and leaving out a recorded objection would make them misleading, which exposes the board as a whole, including the CEO. I'd explain that the objection can be worded neutrally and briefly, and I'd offer to show the CEO the draft wording. If they still pushed, I'd raise it with the chair, because draft minutes normally go to the board for approval anyway, and the director who objected will see them. I work for the board as a whole, and the Code makes my appointment and removal a whole-board matter for exactly this reason."

What makes this strong: it refuses without drama, offers a constructive alternative, and escalates through the right channel (the chair) rather than going around anyone.

11. The board wants to go ahead with something you think breaches the law or the articles. How do you handle it?

Testing: whether you advise clearly and know the limit of your role. Say you would give clear advice at the meeting, with the provision you are relying on, and suggest getting outside legal advice if the point is disputed. If the board still decides to proceed, make sure your advice and the decision are minuted, and raise it with the chair if you think the risk is serious. Avoid two traps: saying you would simply comply because "it's the board's decision", and saying you would personally block it. The secretary advises; the directors decide and carry the duties.

12. Tell me about a deadline you missed, or nearly missed.

Testing: honesty and the systems you built afterwards. Use a real example, told in the STAR format (situation, task, action, result). The part interviewers care about is the last one: what you changed so it could not happen again, such as a compliance calendar with owners and reminders, or a second check on every filing. If you need to work on the structure, our guide to STAR interview questions and our breakdown of the "take responsibility for a mistake" question both help.

Motivation and fit

13. Why company secretarial work, and where are you with your qualifications?

Testing: commitment to the profession, not just to this employer. Be specific about what draws you to governance work: sitting at the point where law, strategy and the board meet. Then state your qualification status plainly. If you are studying the Chartered Governance Institute's Qualifying Programme, name the modules you have passed. Its first part covers company law, company compliance and administration, interpreting financial and accounting information, and corporate governance; its second covers strategy, risk management and boardroom dynamics. For a public company role, link your answer back to the section 273 routes in your own words.

Questions to ask the interviewer

• Who does the company secretary report to day to day, and on board matters?
• How far in advance do board papers go out today, and is the board happy with them?
• What came out of the last board review, and what has changed since?
• Which parts of the role sit with outside lawyers or a corporate services provider?
• What is the biggest governance change the company expects in the next year?

The answers tell you whether the job is governance or mainly filing, and how much the board values the role.

A one-week preparation plan

1. Read the company's public record. Search for it on the Companies House register and look through its company data and filed documents. If it publishes an annual report, read the governance section and note which code it reports against and any provisions it does not comply with.
2. Read its articles. Look for anything unusual on notice, quorum, conflicts or written resolutions. Interviewers sometimes ask about their own articles.
3. Drill the numbers. Notice periods, resolution thresholds, filing deadlines, minute retention. Write them on one page and test yourself.
4. Prepare three stories. A compliance problem you fixed, a time you gave unwelcome advice to someone senior, and a process you improved. Practise them out loud.
5. Rehearse the judgment questions. Questions 10 and 11 are where calm, specific answers stand out. If the role also involves risk and controls, our internal audit interview questions cover the overlap.

To practise out loud, Verve AI's Mock Interview has an AI recruiter ask you questions one at a time, and gives you a performance report with feedback and scoring afterwards. You can also save questions generated from a job posting to your question bank first.

Sources

• UK Companies Act 2006, Part 12 (private companies need no secretary, public companies must have one, section 273 qualification routes, section 274 vacancy): https://www.legislation.gov.uk/ukpga/2006/46/part/12
• Section 279G (notify the registrar within 14 days of a change in secretary; inserted by the Economic Crime and Corporate Transparency Act 2023, fully in force 18 November 2025): https://www.legislation.gov.uk/ukpga/2006/46/section/279G
• Section 275 and sections 274A to 279F omitted (register of secretaries removed, 18 November 2025 for the remainder): https://www.legislation.gov.uk/ukpga/2006/46/section/275
• Section 307 (notice periods for general meetings and shorter-notice consent percentages): https://www.legislation.gov.uk/ukpga/2006/46/section/307
• Section 337 (a non-traded public company's AGM on shorter notice if all members entitled to attend and vote agree): https://www.legislation.gov.uk/ukpga/2006/46/section/337
• Section 336 (public company AGM within six months of the day after the accounting reference date): https://www.legislation.gov.uk/ukpga/2006/46/section/336
• Section 248 (minutes of directors' meetings, kept at least ten years): https://www.legislation.gov.uk/ukpga/2006/46/section/248
• Section 282 (ordinary resolution, simple majority): https://www.legislation.gov.uk/ukpga/2006/46/section/282
• Section 283 (special resolution, not less than 75%): https://www.legislation.gov.uk/ukpga/2006/46/section/283
• Section 288 (written resolutions for private companies only; not for removing a director or auditor): https://www.legislation.gov.uk/ukpga/2006/46/section/288
• Section 168 (removing a director by ordinary resolution, special notice, at a meeting): https://www.legislation.gov.uk/ukpga/2006/46/section/168
• Section 177 (declaring an interest in a proposed transaction, before entry, at a meeting or by written or general notice): https://www.legislation.gov.uk/ukpga/2006/46/section/177
• Section 853A (confirmation statement within 14 days after each 12-month review period): https://www.legislation.gov.uk/ukpga/2006/46/section/853A
• UK Market Abuse Regulation, Article 18 (insider lists, contents, prompt updates, five-year retention, reasonable steps to get written acknowledgement; revocation note under the Financial Services and Markets Act 2023): https://www.legislation.gov.uk/eur/2014/596/article/18
• UK Market Abuse Regulation, Article 19 (three working days to notify dealings above the annual threshold, 30-day closed period and its exceptions): https://www.legislation.gov.uk/eur/2014/596/article/19
• UK Corporate Governance Code 2024, Provision 16 and Principle I (access to the secretary's advice, appointment and removal by the whole board): https://www.frc.org.uk/docs/6709/html/
• FRC Corporate Governance Code Guidance (secretary reports to the chair on board governance, pay set by the remuneration committee, information flows, induction, board performance review): https://www.frc.org.uk/library/standards-codes-policy/corporate-governance/corporate-governance-code-guidance/
• Companies House identity verification guidance (directors and PSCs from 18 November 2025; company secretary example removed in June 2026; people who file to come later): https://www.gov.uk/guidance/verifying-your-identity-for-companies-house
• ASIC on company officeholders (proprietary companies need no secretary; public companies need at least one who normally lives in Australia): https://asic.gov.au/for-business/running-a-company/company-officeholder-duties/
• Chartered Governance Institute on the role, its other titles and entry routes: https://www.cgi.org.uk/a-career-in-governance/starting-a-career-in-governance/
• Chartered Governance Qualifying Programme modules: https://www.cgi.org.uk/qualifications-training/qualifications/qualifying-programme/
• Companies House register search (company data and document images): https://find-and-update.company-information.service.gov.uk/
• Verve AI Mock Interview features (AI recruiter, one question at a time, scored report, saved job-posting questions): https://docs.vervecopilot.com/features/mock-interview