Requirement for Company Secretary Abolished
30 April 2008
The appointment of a company secretary is now optional for private companies but remains mandatory for public companies.
A private company is therefore not required to have a company secretary unless its articles of association specifically require it to do so. If a company wishes to remove the office of company secretary, it should file Companies Form 288b with Companies House and update the register of secretaries.
The change applies equally to companies formed after 6 April. This means that a company can be formed with just one person acting as the director and founding shareholder. The change is in line with the general shake-up of company law, which seeks to make the administration of companies simpler.
Practical Considerations
In the absence of a company secretary:
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Anything which is required to be sent to or served on the company secretary may be sent to or served on the company instead;
- Anything addressed to the company secretary is to be treated as being addressed to the company instead; and
- Anything that is required to be done by the company secretary can be done by a director of the company.
One of the key advantages of appointing a non-director to be company secretary was that it enabled that person to sign documents on behalf of the company. If the company secretary is removed, the directors must consider the availability of those who will be able to sign for the company (i.e. themselves).
Consider other practical implications:
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Are third parties, such as banks, used to receiving secretary certifications? Will they accept a director certification instead?
- Who will carry out the compliance jobs that the secretary usually does – filing returns, keeping registers etc?
New companies can now consider if they want to appoint a company secretary at all. If not, consideration should be given as to who will handle the compliance normally associated with the role of company secretary. Brachers offers a secretarial service for a fixed fee and can still perform the compliance duties on behalf of clients should they wish to do away with the company secretarial role – please contact the Corporate and Commercial Team for more information.
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