In contrast to the rules for public companies (PLCs), a private limited company is not legally required to have a company secretary. As such, a private firm is generally free to appoint or remove a company secretary at any time, subject to any stipulations or restrictions in its articles of association.
Whether you’re looking to appoint a new person to the role or remove an existing company secretary, you must notify Companies House and update your statutory register of secretaries accordingly. If you need to remove a secretary without their consent, the procedure must be carried out in accordance with company law and any employment or service contracts.
Key Takeaways
- Removing a company secretary is usually straightforward when the individual resigns or retires from the role or if their contract simply ends.
- Directors may remove a secretary without their consent if the decision is justified and complies with the law and the company’s articles of association.
- Upon termination of an appointment, the company must notify Companies House within 14 days and update its statutory register of secretaries.
How to remove a company secretary
Removing a company secretary from a private company is usually straightforward if the individual resigns, retires, or their contract comes to an end.
It’s best to document the cessation of the appointment in a set of board minutes. If the individual is resigning, be sure to get a letter of resignation from them.
In these situations, the directors must then notify Companies House within 14 days of the termination date. This can be done free of charge online.
Companies House will update the public register accordingly upon receiving notification of the company secretary’s termination of appointment. The directors must also update the company’s statutory register of secretaries to record the termination date.
Notify Companies House using Rapid Formations’ Online Client Portal
You can use Rapid Formations’ free Online Client Portal to appoint or remove a company secretary. If you’re an existing customer, sign in to your account by clicking Login and entering your username and password.
You can also use this portal even if you’re not an existing client. Simply create a free account and import your company into our system. This will enable you to view, manage, and report changes to your company details online.
Removing a company secretary without their consent
The process is a little more complex if you need to remove a company secretary without their consent – for example, if you wish to terminate their contract due to misconduct, poor performance, or because their role is no longer required.
Whatever the reason, the decision to remove a company secretary must be carried out in compliance with the law. This includes employment law if the individual is an employee of the company.
Failure to do so may be grounds for the secretary to take legal action against the company. The individual must also be given notice of their termination of appointment.
From a company secretarial perspective, directors can usually remove a company secretary by passing a board resolution, either at a board meeting or in writing (using a written board resolution). This is subject to any specifications or restrictions in the company’s articles or elsewhere.
It is recommended to seek legal advice before you do so.
The company must also notify Companies House of the termination of appointment and update the statutory register of secretaries accordingly (as outlined earlier in the article).
Why appoint a company secretary?
Company secretaries are usually appointed to assist directors with their statutory duties and responsibilities. No formal qualifications are required to be appointed to this role in a private company.
That said, the role carries a great deal of responsibility. Therefore, you must ensure that the individual has the necessary knowledge and skills to carry out the required duties. Appointing an inexperienced individual could be a costly mistake.
The role and duties of a company secretary
As an officer of the company, a company secretary plays an important role in managing the business. With a duty to act in the best interests of the firm, the secretary will typically perform some or all of the following functions on behalf of the board of directors:
- Advising the board of directors on matters of company law, corporate governance, compliance, and other legal obligations
- Ensuring the company’s activities and actions are lawful and compliant
- Maintaining statutory company registers
- Maintaining and updating corporate records
- Filing corporate details and statutory information at Companies House and HMRC
- Preparing and filing annual accounts and the annual confirmation statement
- Providing notices of board meetings and general meetings
- Circulating proposed resolutions
- Maintaining minutes of meetings
- Providing shareholders and Companies House with copies of resolutions and any supporting documentation
- Making statutory records and registers available for inspection at the registered office address or a SAIL address
- Supplying a copy of the company’s annual accounts to members
- Ensuring the safekeeping of all company records, documents, and the company seal
- Maintaining the company’s registered office address
- Ensuring all business stationery and websites display the required statutory information
- Signing documents on behalf of the directors
- Preparing directors’ and auditors’ reports
Whilst optional for private firms, appointing an experienced company secretary helps ensure that directors meet their obligations, that all company administration is carried out correctly and on time, and that the business generally runs smoothly.
Our Full Company Secretary Service
Employing an in-house company secretary may be beyond the budget of most small firms. At Rapid Formations, our Full Company Secretary Service offers professional support for directors for just £149.99 per year.
Ideal for any UK private company requiring help with its company secretarial requirements, this all-inclusive service includes:
- A dedicated account manager, available by phone and email, to answer any questions and assist you in carrying out changes or transactions
- Up to 15 changes to your company per year (e.g. director appointments) for no additional cost
- Preparation, maintenance, and storage of your company’s statutory registers, as required by law
- Annual confirmation statement (the Companies House fee of £34.00 is included)
- If your company is dormant, we’ll prepare and file your dormant company accounts and provide you with a letter to notify HMRC that your company is dormant
- Monthly solicitor-drafted guidance notes, designed to help you run your company
- An exclusive monthly newsletter with information about your service, key business news, Frequently Asked Questions, and much more
Our Full Company Secretary Service is available to UK-registered private companies limited by shares and guarantees. You don’t need to have registered your company with Rapid Formations to use it.
Thanks for reading
Please feel free to comment below if you have any questions, or explore the Rapid Formations Blog for more business advice and limited company guidance.
Please note that the information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While our aim is that the content is accurate and up to date, it should not be relied upon as a substitute for tailored advice from qualified professionals. We strongly recommend that you seek independent legal and tax advice specific to your circumstances before acting on any information contained in this article. We accept no responsibility or liability for any loss or damage that may result from your reliance on the information provided in this article. Use of the information contained in this article is entirely at your own risk.
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Comments (3)
Do you have to inform the Company Secretary they are being removed from their position.
Dear Sir
A secretary can be removed from a private limited company at any time by a simple majority vote of the director(s), subject to any service contract in force but the secretary will need to be informed. You would need to follow due process in terms of the removal procedures. We can assist with the removal of a company secretary at a cost of £19.99 + vat. Please feel free to contact one of our team on 020 7871 9990
Best regards,
Rapid Formations Team
provision to remove a company secretary under companies act, including case laws