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There is no legal requirement for a private limited company to have a company secretary, unless the articles of association expressly state that one must be appointed. This follows amendments to the Companies Act 2006 in April 2008. If a secretary is required under the articles, you must have one in office at all times. If there is no such provision in the articles, you can choose to appoint or remove a company secretary whenever you like.
How to remove a company secretary
Companies House must be notified immediately if and when a secretary is removed. You can do this free of charge in one of three ways:
- online using Companies House WebFiling service
- online through a company formation agent
- by post using Companies House form TM02
The public Companies Register will be updated accordingly when this information has been filed. The director should also update the company’s statutory register of secretaries to record the termination date.
Why appoint a company secretary?
Company secretaries are usually appointed to assist directors with their statutory duties and responsibilities. No formal qualifications are required for be appointed to this role in a private company, but the individual must possess the knowledge, skills, and ability to carry out the required duties because it is a role that carries a great deal of responsibility.
Duties of a company secretary
A company secretary will typically undertake some of the following duties on behalf of a director:
- Maintaining statutory registers
- Maintaining and updating corporate details
- Filing corporate details and statutory information at Companies House and HMRC
- Preparing and filing annual accounts and annual confirmation statements (previously called the ‘annual return’)
- Providing notices of meetings
- Maintaining minutes of meetings
- Providing shareholders and Companies House with copies of resolutions and agreements
- Making statutory records and registers available for inspection, including the PSC register
- Supplying a copy of accounts to members
- Ensuring the safekeeping of all company records, documents and the company seal
- Maintaining details of the company’s registered office address
- Ensuring all business stationery and websites display the required statutory information
- Signing forms on behalf of the directors
- Preparing directors’ and auditors’ reports
Rapid Formations online Admin Portal
You can use Rapid Formations’ free online Admin Portal to appoint or remove a company secretary. If you are an existing client of Rapid Formations, you can sign in to your account by clicking Client Login and entering your username and password. Non-clients can also use this facility by creating a free account and importing an existing company onto our system.