The company secretary sits at the intersection of corporate law, board process and regulatory filing. It is a role that has narrowed at the statutory level over the past two decades but broadened at the professional level, with many chartered company secretaries now running standalone practices or supporting a portfolio of client companies. Professional indemnity cover for that work is rarely optional in practice, even where it is not required by any single rule.
Under section 271 of the Companies Act 2006, every public company must have a company secretary. For private companies the requirement was removed by the Act in 2008 — a private limited company may choose to appoint a secretary, but is not obliged to. That line matters: it explains why so much company secretarial work is outsourced, and why the PI market treats the discipline as a discrete class of risk rather than a subset of accountancy or law.
The Chartered Governance Institute UK & Ireland (CGI), formerly the Institute of Chartered Secretaries and Administrators (ICSA), is the recognised professional body for the discipline. Fellows and members are bound by the Chartered Governance Institute Code of Professional Ethics, which sets standards for integrity, objectivity, professional competence, confidentiality and professional behaviour. Unlike solicitors under the SRA or accountants under an RSB, chartered status itself is voluntary. A person may hold themselves out as a company secretary without being a CGI member, and CGI membership does not carry a compulsory minimum PI requirement.
That leaves the PI question largely contract-driven. Client engagement letters — particularly with listed companies, private equity portfolios and larger private groups — typically stipulate a limit, commonly £1m each and every claim for a sole practitioner supporting SMEs, rising where the client base includes plc work or transaction-heavy mandates. Where the CoSec provides a service under a contract, section 13 of the Supply of Goods and Services Act 1982 implies a duty to carry out the service with reasonable care and skill. PI responds to allegations that this duty has been breached.
Chartered company secretaries tend to see claims cluster around a handful of recurring exposures. Missed Companies House filing deadlines — confirmation statements, accounts, changes in directorship — are the most familiar, and the consequences for the client can include late-filing penalties, strike-off warnings and reputational damage. Errors in board minutes, whether by omission of a material decision or by misrecording a resolution, can undermine the validity of the underlying corporate action. Mistakes in the PSC (people with significant control) register are a growing category as Companies House verification tightens under the Economic Crime and Corporate Transparency Act 2023.
Corporate transaction support is the higher-value end of the risk. Share allotments carried out without following the pre-emption route required by the articles, notices of general meeting served with the wrong period, resolutions passed on written procedure when the articles required a meeting — these are errors that surface months later, and the loss claimed can materially exceed the fee charged for the work.
Worked example. A sole-practitioner chartered company secretary supports 40 SME clients. One client engagement letter requires PI of £1m each and every claim. During a change in ownership the CoSec is asked to update the PSC register; the update is prepared but not filed with Companies House within the 14-day window. Six months later Companies House opens an enquiry, the client faces a proposed fine, and the incoming investor threatens to unwind part of the transaction on the basis that the register was materially inaccurate. The CoSec notifies the PI insurer. Cover responds subject to the policy limit, excess and terms — the insurer investigates, defends the position, and where liability is established meets the client's loss up to the £1m limit. The example is illustrative; every claim turns on its own facts and policy wording.
Run-off is often overlooked at retirement or practice sale. A claim can be made years after the work was performed — corporate transaction defects sometimes surface only on a later sale or refinancing. Because PI is written on a claims-made basis, cover must be in force when the claim is notified, not when the work was done. Chartered company secretaries considering retirement should discuss a run-off period of at least six years with their broker, extending longer where the client base includes transaction-heavy or listed-company work.
Insurers pricing CoSec PI look at the mix of work (retainer vs transactional), the size and nature of client companies, the volume of Companies House filings handled annually, use of practice-management or filing software, and any prior circumstances or claims. Sole practitioners can find the market narrower than for larger firms; Apex Insurance Brokers arranges cover across a panel of insurers that write this class and tailors the demands-and-needs assessment to the individual practice.
Related professions with adjacent exposures include accountants, whose statutory audit and tax filing work overlaps with CoSec territory; solicitors, who frequently handle the same corporate transactions from the legal side; and independent financial advisers, where corporate structures and PSC registers intersect with regulated client onboarding.
Apex Insurance Brokers Limited is authorised and regulated by the Financial Conduct Authority. Firm reference number 724952. This entry is general information, not advice on any particular policy.