The process of removing a company secretary from a limited company involves ending their employment or services by approval of the directors, and notifying Companies House of the termination of appointment. To be valid, the company must follow the rules set out in the Companies Act 2006 and the company’s articles of association.
With reference to both private and public UK companies, this post explains the reasons why you may need to remove a company secretary, the procedures you must follow, and how and when to notify Companies House.
Common reasons for removing a company secretary
There are numerous reasons why a company may need or want to approve the removal of a company secretary, including:
- The person resigns from the role
- Upon their retirement
- Ill health or death of the company secretary
- Poor performance
- Providing incorrect or bad advice to the directors
- The individual is subject to a director disqualification order
- Not enough work to delegate
- Upon completion of a fixed-term contract
- Engaging in fraudulent activity within the company
- Neglecting their statutory obligations, such as filing annual accounts and confirmation statements, keeping company registers up to date, and reporting changes to Companies House
- Breach of contract of employment
- Failing to promote the best interests of the business
- Not adhering to company policies
- Winding up (closing) the company
Whatever the reason, the directors of the company have the authority to approve the removal of a company secretary, unless the 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 entirely optional, unless required under the provisions set out in bespoke articles adopted by the company.
Consequently, neither the Companies Act 2006 nor the Model Articles include any provisions or procedures for removing a company secretary.
However, good corporate governance practice dictates that the board of directors should approve the removal of a company secretary in one of two ways:
- By board resolution – passed by a simple majority vote of eligible directors at a board meeting
- By written directors’ resolution – passed by unanimous approval of eligible directors in writing
If the directors approve the removal at a board meeting, the decision and reason for the termination of the appointment should be recorded in the minutes of the meeting.
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. Additional copies should be circulated to all parties present at the board meeting 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. Additionally, every director of the company should receive a copy.
Prior to taking any steps toward removing a company secretary, you should check your articles of association and the company secretary’s employment contract to establish whether any specific processes or conditions are stipulated therein.
If your company adopts bespoke articles with provisions explicitly requiring the appointment of a company secretary, you must ensure that you follow the procedures set out in the articles. You will also need to appoint a new company secretary before or at the same time as removing the existing one.
Many private limited companies – particularly sole director companies, larger firms, and those with complex group structures – choose to appoint a company secretary to assist with duties related to corporate law, governance, finance, strategy, and administration.
Doing so can ease the burden on directors and be of great benefit to the business as a whole, whether you hire a company secretary as an employee, or appoint an external third party to provide company secretarial support services.
Remove a secretary from a public company
Unlike private firms, public companies (PLCs) are required by law to have a company secretary at all times. However, there are no mandatory statutory processes set out in the Companies Act or Model Articles for removing a company secretary from a PLC.
As is the case for private companies, the directors of a public company should consult the articles of association and the company secretary’s contract in the first instance.
If no processes or conditions are set out in either document, the directors should follow best practice and approve the termination of the appointment at a board meeting or by written board resolution.
In situations where 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.
If the company is unable to fill the position in time, the directors can simply approve any authorised person (e.g. an existing director) to assume the role until they find a permanent replacement.
Important points to consider before removing a company secretary
In many companies, the process of removing a company secretary may be relatively straightforward. Nevertheless, there are a number of key points to consider before making any such decision.
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 seeking prior approval from shareholders, some companies set out different rules in a shareholders’ agreement.
If the company has a shareholders’ agreement in place, the directors should check this document to establish whether shareholder consent is required to terminate the appointment of a company secretary.
Does the company secretary have a contract?
If the company secretary is an employee of the business, or they are appointed under any other type of contract, you must check the terms of their employment or engagement prior to removing them from the role. By doing so, you will limit the company’s exposure to 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.
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 will need to 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 an appointment 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 of association contain specific provisions to the contrary.
To remove yourself from the position of company secretary, you will simply provide a letter of resignation to the director(s) of the company.
If you are under contract, you may have to provide and work a minimum notice period and satisfy any other obligations set out in your contract.
Notifying Companies House upon termination of secretary appointment
Upon removing a company secretary, the director(s) must notify Companies House (the UK registrar of companies) no later than 14 days after the date on which the person stops being the company secretary.
To do so, the director(s) will need to complete and file Companies House form TM02, either online or by post. Online filing is simpler, quicker, and more secure.
Once Companies House processes and approves this form, they will send confirmation to the company and record the secretary’s removal on the public register of companies. 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, including:
- Appointing and removing directors
- Appointing new company secretaries
- Filing confirmation statements
- Updating 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, including 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 can to make important updates and filings directly through our system.
You can also purchase our company services and access extras, such as business bank accounts and free accounting software, through this exclusive online facility.
Updating the statutory register of secretaries
In addition to reporting the termination of appointment to Companies House, the director(s) must also update the removal of the company secretary in its statutory register of secretaries.
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 person), the register of secretaries 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, you simply need to enter the date on which the individual person or corporate body ceased being a company secretary.
Most companies keep their statutory company registers at their registered office address or SAIL address.
However, as an alternative, private companies also have the option to send information that they usually keep in certain statutory registers to Companies House to be kept on the public register instead.
Our Full Company Secretary Service
At 1st Formations, we offer a Full Company Secretary Service at an annual cost of only £149.99 + VAT, which is suitable for both private companies and public companies registered in the UK.
This professional CoSec service includes:
- An appointed company secretary (1st Secretaries Limited), whose name will be visible on the public register at Companies House.
- A dedicated account manager, who is a qualified company secretary or legal executive, ready to answer your questions and process instructions on behalf of your company.
- The preparation and filing of your company’s annual confirmation statement, including the £13 filing fee charged by Companies House.
- Preparation and maintenance of all five statutory company registers, in accordance with the requirements of the Companies Act 2006. These are the register of members, register of directors, register of directors’ residential addresses, register of secretaries, and register of people with significant control (PSC register).
- Up to 10 changes to your company each year, free of charge. These include the appointment and removal of directors and company secretaries, share transfers, and share allotments (issuing new shares). We can carry out additional changes if required, which will be charged at our standard rates.
Our service provides peace of mind that your company is fully compliant, whilst reducing the time-consuming administrative burden placed on you or your appointed director(s).
Having a named professional company secretary registered at Companies House also demonstrates to clients, suppliers, and investors, that your firm takes its compliance obligations seriously.
You can purchase our Full Company Secretary Service online, regardless of whether you are an existing customer or set up a company through a different formation agent or directly through Companies House.
Typically, it takes just 3-5 working days to complete the initial set-up of the service, including the appointment of your new company secretary and the preparation of your statutory company registers.
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 about the termination of an appointment, and the requirement to update the register of secretaries.
If you have any questions about this topic, or would like to speak to us about our Full Company Secretary Service, please leave a comment below or contact our company formation team online or by telephone.