Board Minutes – Appointment of Secretary 
These board minutes record the proceedings at a board meeting where a company secretary is being appointed. This may be following the resignation of a previous company secretary or simply to appoint a company secretary whether the company previously had a secretary or not.
Unless the articles of association require it (or make any reference to a company secretary), a private company does not need to have a secretary. Anything required or authorised to be done by or to the secretary of a company may be done by or to a director, or a person authorised generally or specifically in that regard by the directors. However, it is considered sensible for private companies to retain a company secretary.
The appointment may be an outside adviser such as a solicitor or accountant or the role may be performed internally. The company's auditor cannot be its company secretary. The Companies Act 2006 does not specify that the company secretary must be a natural person, although often it will be.
These template board minutes reflect the procedure for appointing a company secretary after incorporation as set out in section 279G of the Companies Act 2006. If a company appoints a secretary at incorporation this must be made in accordance with section 12 of the Companies Act 2006 and included on form IN01.
These board minutes acknowledge the resignation of one secretary, if there was one, and the appointment of a new one. As there are no specific legal requirements as to the appointment or removal of the company secretary, unless the company’s articles of association (or any service contract) include provisions as to the procedure, the resignation and appointment will usually be approved by the directors at a board meeting. These minutes can be used to record this.
A notice of appointment of a secretary must be filed with the registrar of companies within 14 days on form AP03 (individuals) or AP04 (for corporate secretaries). This is particularly important as the register of secretaries has been abolished and this information must now be filed directly with Companies House.
A notice of removal or resignation of a secretary must be made to Companies House on Form TM02 within 14 days of their removal or resignation.
Further details can be found on Companies House website.
Note that by Spring 2026, it is expected that all those filing at Companies House will be required to verify their identity. This will capture most company secretaries.
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