Private limited companies are no longer required to appoint a company secretary, unless a provision in the articles of association states otherwise. The articles of private companies registered before April 6th 2008 contain such a provision. However, members (shareholders/guarantors) can remove it at any time by passing a special resolution.
If you do not remove this clause from your articles, you are legally required to have an appointed company secretary at all times. Companies with no such provision in their articles can choose whether to appoint or remove company secretaries at any time during and after incorporation.
Company secretaries are usually appointed to reduce the workload and responsibilities of directors by assisting them with their statutory duties. The specific duties of a secretary vary from company to company, but the role usually involves:
A company secretary can be:
However, the role of company secretary cannot be held by anyone who is under the age of 16, an undischarged bankrupt , the auditor of the company, or a disqualified director .
Whilst a company secretary may be charged with specific tasks, the directors are still ultimately responsible for making sure the company fulfils its statutory obligations.
You can appoint a secretary online during the company formation process or at any point in the future. Likewise, you can remove a secretary online at any time. You must tell Companies House immediately if you appoint or remove a secretary. The public register will then be updated accordingly. The directory must also update the company’s statutory register of secretaries, which is usually kept at the registered office address.
Companies House requires the following information to appoint an individual secretary:
Companies House requires the following information to appointment a corporate secretary:
You can use Companies House WebFiling service or Rapid Formations’ free Online Client Portal to appoint and remove company secretaries.
If you are an existing Rapid Formations client, click ‘Client Login’ on the top right-hand corner of our website, enter your sign-in details, and complete a quick online form with information about the new secretary, or the date on which an existing secretary appointment will cease.
Non-clients can create a free account in a matter of minutes. Simply click ‘Client Login’, create a new account, import your existing company, and add or remove a secretary.
All details entered in this portal are sent to Companies House securely and electronically. Most changes are updated on central public register of companies within approximately 24 hours.