In contrast to the rules for public limited 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.
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.
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.
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 doing so.
The company must also notify Companies House of the termination of appointment and update the statutory register of secretaries accordingly.
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.
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:
Whilst optional for private companies, 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.
Employing an in-house company secretary may be beyond the budget of most small firms. At Rapid Formations, our Hassle-Free Compliance 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:
Our Hassle-Free Compliance Service is available to UK-registered private companies limited by shares and guarantee. You don’t need to have registered your company with Rapid Formations to use it.
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.