Guidance Note: Company Secretary in a Private Company

How to Appoint a Company Secretary & What Tasks do they Perform?

CO.CS.21
This Guidance Note is a practical ‘how to’ guide for private companies covering whether a company secretary is required, how to appoint one as well as detailing the role & duties of a company secretary.

It covers the requirements under the Companies Act 2006, what to do if your articles pre-date the Act, the necessary filings at Company House and the core duties of a company secretary.

This Guidance Note is a useful ‘aide-memoire’ to a company secretary new to the role, or an invaluable guide to an employee of a small company who has been allotted the task of dealing with company administration.

The Guidance Note refers the user to other documents, including board minutes, shareholders’ resolutions and Companies House forms. These documents can be accessed by clicking on the links below.

1. Shareholders’ Special Resolution - Amendment to Articles of Association (deletion of provisions requiring a company secretary)
2. Written Resolution – Amendment to Articles of Association (deletion of provision(s) requiring a company secretary)
3. Board Minutes - Resignation & Appointment Of Secretary
4. Letter of Resignation - Secretary
5. AP03 - Appointment Of Secretary
6. AP04 - Appointment Of Corporate Secretary
7. TM02 - Termination Of Appointment Of Secretary
8. CH03 - Change Of Secretary's Details
9. CH04 - Change Of Corporate Secretary's Details

This Guidance Note is in open format.

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