Board Minutes of Resignation of Secretary

Board Minutes - Resignation & Appointment Of Secretary

CO.CSA.SEC.03

These Board Minutes - Resignation & Appointment of Secretary are used to record the proceedings of 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. 

In a private company, the company secretary does not have to hold formal qualifications - however, the directors of a private company would be failing in their duties if they appointed a company secretary who did not have the appropriate skills and experience.

Unless the articles of association require it (or make any reference to a company secretary), a private company no longer needs 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 behalf by the directors. A company secretary can be a corporate body or a firm and it is common within a group of companies to have a service company within the group acting as company secretary to other group companies.

In the case of smaller companies, it may be simpler to appoint an outside adviser such as a solicitor or accountant to act as company secretary and deal with statutory requirements.

If the company secretarial function is to be performed internally, the job of company secretary will usually include management of administrative matters, including possibly the accounting function, and liaising with other external professional advisers.

The role of company secretary may most appropriately be the responsibility of an administrative director, finance director, chief accountant, or in house solicitor.

These board minutes have been updated as of October 2015 in accordance with the requirements of the Small Business, Enterprise and Employment Act 2015 (“SBEE”). The SBEE has replaced the procedure for verifying a secretary’s appointment by obliging the appointing company to make a statement confirming that the appointee has consented to act as a company secretary. Further details can be found on Companies House website.

These Board Minutes - Resignation & Appointment of Secretary are in open format. Fields should be completed where indicated. Wording in square brackets is optional and can be deleted or retained according to requirements.

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