How to remove a company secretary from a limited company

The process to remove a company secretary from a limited company is usually straightforward. It normally involves terminating the person’s appointment by approval of the directors and notifying Companies House of the change. To be valid, the company must follow the rules in the Companies Act 2006 and its articles of association.

This post explains why you may need to remove a company secretary, the procedures you must follow, the records you need to update, and how and when to notify Companies House.

Common reasons to remove a company secretary

There are numerous reasons why a company may need to remove a company secretary, such as:

• Completion of a fixed-term contract
• Ill health or death of the company secretary
• Insufficient work for the directors to delegate to a company secretary
• Poor performance or neglecting their statutory obligations (e.g. filing annual accounts and confirmation statements)
• Breach of contract of employment
• The individual is subject to a director disqualification order
• Engaging in fraudulent activity within the company
• Failing to adhere to company policies or promote the best interests of the business
• Upon the winding up (closure) of the company

Whatever the reason, the company directors have the authority to approve the removal unless the company’s articles of association state otherwise.

Remove a secretary from a private company

Private companies with ‘model’ articles of association are under no legal obligation to appoint a company secretary. Since 6 April 2008, such appointments have been optional unless required under bespoke articles adopted by the company.

Consequently, neither the Companies Act 2006 nor the model articles include any explicit provisions or procedures for removing a company secretary.

However, the board generally has the power to appoint and remove secretaries, and can normally do so in one of two ways: 

1. At a board meeting – usually passed by a simple majority vote (more than 50%) of eligible directors
2. By written board resolution – passed by unanimous approval of eligible directors in writing

If the directors approve the removal at a board meeting, they must record the decision in the meeting minutes.

A copy of these minutes should be kept at the company’s registered office address or single alternative inspection location (SAIL address) for at least 10 years from the date of the meeting. Additional copies should be circulated to all board meeting attendees as soon as possible.

If the decision is taken by written board resolution, the company must also retain a copy of the resolution at its registered office or SAIL address for a minimum period of 10 years from the date of the resolution. Additionally, every director of the company should receive a copy.

• What is the role of a company secretary?
• How do I appoint a company secretary?
• Consent to act as a company director or secretary

Before taking any steps to remove a company secretary, you should check whether the articles, shareholders’ agreement, or the company secretary’s employment contract stipulate any specific processes or conditions.

If your limited company adopts bespoke articles with provisions explicitly requiring the appointment of a company secretary, you must follow the procedures in the articles. You will also need to appoint a new company secretary before or at the same time as removing the existing one.

Remove a secretary from a public company

Unlike private firms, public limited companies (PLCs) are legally required to have a company secretary at all times. This person must meet specific qualification criteria. However, neither the Companies Act nor the model articles contain mandatory statutory processes for removing a company secretary from a PLC.

As is the case for private companies, the directors of a PLC should consult the articles, shareholders’ agreement, and the company secretary’s contract in the first instance.

If these documents do not contain specific processes or conditions, the directors can approve the termination at a board meeting or by written board resolution.

When a public company is removing its sole secretary, the directors must appoint a replacement before or at the same time as the termination of the appointment.

However, if the company can’t fill the position in time, the directors can approve any authorised person (e.g. an existing director) to assume the role until they find a permanent replacement.

What to consider before you remove a company secretary

In many companies, the process of removing a company secretary may be relatively straightforward. Nevertheless, several factors must be considered before making any such decision.

1. Is there a shareholders’ agreement in place?

Whilst the default position is that company directors have the authority to appoint and remove company secretaries without shareholder approval, some companies include different rules in a shareholders’ agreement.

If a shareholders’ agreement exists, the directors should check this document to determine whether shareholder consent is required to terminate the appointment of a company secretary, or if it sets any other specific procedural requirements.

2. Does the company secretary have a contract?

If the company secretary is an employee or appointed under another type of contract, you must check the terms of their employment or engagement before removing them from the role. This will help protect the company from potential claims of unfair dismissal or breach of contract.

Ideally, you should seek legal advice to ensure any such removal is fair, lawful, and in accordance with the terms of their contract. For example, the secretary may be entitled to a minimum notice period, redundancy pay, or an early termination fee.

3. Does the company have bespoke articles?

If the company is a private firm with bespoke articles of association, you should establish whether the articles stipulate that a company secretary is required at all times.

If such a provision is in place, you must appoint a new person to the role before or at the same time as removing the existing secretary.

Alternatively, the shareholders can pass a resolution agreeing to alter the articles and remove the provision.

Can I remove myself from the role of company secretary?

Yes, you can. If you hold the position of company secretary, you can choose to remove yourself at any time by resigning from the role.

In this situation, there is no need to seek approval from the company’s board of directors unless the articles contain specific provisions to the contrary.

To remove yourself from the position of company secretary, you should provide a letter of resignation to the board of directors.

If you are under contract, you may have to provide and work a minimum notice period and satisfy other obligations in your contract.

Notify Companies House after removing a company secretary

Upon removing a company secretary, the directors must notify Companies House no later than 14 days after the termination of the appointment.

To do so, the directors must complete and file Companies House form TM02 online or by post. Online filing is simpler, quicker, and more secure.

After processing and approving the form, Companies House will send confirmation to the company and record the secretary’s removal on the public register. At that point, the termination of the appointment is official.

Use 1st Formations’ Free Online Company Manager

You can also use 1st Formations’ Online Company Manager to remove a company secretary and file other updates with Companies House, such as:

• Appointing and removing directors
• Appointing new company secretaries
• Filing confirmation statements
• Updating the personal details of existing directors and secretaries
• Changing your company name
• Updating your registered office address
• Accessing company details, including your company registration number, authentication code, and accounting reference date (ARD)
• Viewing and downloading important company formation documents. These include the certificate of incorporation, share certificates, and the memorandum and articles of association
• Changing your accounting reference date

This service is available free of charge to existing customers and non-clients. Simply log in to your client account or register for free and import your company to our system.

Our Online Company Manager syncs directly and securely with Companies House, enabling you to make important updates and filings through our system.

Update the statutory register of secretaries

In addition to reporting the termination of appointment to Companies House, the directors must update the company’s statutory register of secretaries to reflect the person’s removal from the role.

This company register should contain the following details of all past and present company secretaries:

• Title, full forename(s), and surname
• Former name(s), including maiden or married names, that the person has used for business purposes in the last 20 years
• Service address
• Date of appointment to the role
• Date of termination of appointment

If the company secretary is a corporate body or firm (rather than an individual), the register should contain the following details instead:

• The official name of the corporate body/firm
• Registered office or principal address of the corporate body/firm
• If the secretary is a UK-registered limited company, record its company registration number
• If the secretary is another type of corporate body or firm, record its legal form, governing law, where it is registered, and its registration number (where applicable)
• Date of appointment to the role
• Date of termination of appointment

To update this register after removing a secretary, simply enter the date the person ceased to be a company secretary.

Companies must keep their statutory company registers at their registered office address or SAIL address.

Our Hassle-Free Compliance Service

At 1st Formations, we offer a Hassle-Free Compliance Service at an annual cost of only £149.99 + VAT. This is suitable for private and public companies registered in the UK, and fulfils a number of tasks usually carried out by a company secretary.

This professional service includes:

• Expert compliance guidance from qualified company secretaries and legal executives, always on hand to answer your questions and action your instructions.
• The preparation and filing of your company’s annual confirmation statement.
• Access to our Business Document Template Library – a growing collection of commonly used business templates, all reviewed by legal experts
• Preparation and maintenance of your company registers, including your register of members and register of secretaries, in accordance with the requirements of the Companies Act 2006.
• ICO registration assistance, helping ensure your company meets its data protection obligations under UK GDPR.
• 50% discount on changes to your company. These can include the appointment and removal of company secretaries and directors, share transfers, share allotments (issue of new shares), and more.
• Dormant company service (if applicable), including the submission of dormant company accounts to Companies House.
• Monthly compliance Hints, Tips and Tricks, written by experts.

Our service provides peace of mind that your company is fully compliant, while reducing the time-consuming administrative burden on directors.

You can purchase our Hassle-Free Compliance Service online. Typically, it takes just 3-5 working days to complete the initial set-up of the service, including the preparation of your company registers.

Wrapping up

So, there you have it. We’ve explained the most common reasons for removing a company secretary, the procedures you should follow, how and when to notify Companies House, and the requirement to update the register of secretaries.

If you have any questions about this topic or want to speak to us about our Hassle-Free Compliance Service, please comment below or contact our London-based team of company experts.