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Appointment of New Company Secretary – Board Minutes

Board Minutes – Resignation & Appointment of Secretary

CO.CSA.SEC.03

These board minutes may be used to record the proceedings at a board meeting where a company secretary has submitted a letter of resignation to the company and is replaced by another person who is willing to act.

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 many 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 auditor of a company cannot be a company secretary. The Companies Act 2006 does not specify that the company secretary must be a natural person, although often it will be.

It is common for the first appointment of a company secretary to be made on Form IN01 and subsequent appointments are usually made by directors’ resolution.

These board minutes acknowledge the resignation of one secretary 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.

Notice of appointments of a secretary must be filed with the registrar of companies within 14 days on forms AP03 (individuals) or AP04 (for corporate secretaries) and anyone who becomes a secretary must specifically give their consent to act in that notice (s.276(2) Companies Act 2006).

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.

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