Board Minutes – Appointment of Secretary

These board minutes record a board meeting at which a company secretary is appointed. This may be to replace a previous secretary following their resignation, or to appoint a secretary where the company did not previously have one.

Unless the articles of association require it (or make reference to a company secretary), a private company does not need to have a secretary. However, it is often considered sensible for private companies to retain a company secretary.

What these board minutes do

• Record the directors’ approval of the appointment of a company secretary after incorporation.
• Where relevant, acknowledge the resignation of an outgoing secretary and the appointment of a new secretary.

Who can act as company secretary?

• The appointment may be an external adviser (for example, a solicitor or accountant) or 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.

Companies Act context

These 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.

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.

Filings at Companies House

A notice of appointment of a secretary must be filed with the registrar of companies within 14 days on form AP03 (individuals) or AP04 (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.

Identity verification

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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