How to remove a company secretary in a limited company

A company secretary is an officer appointed by a company to handle administrative affairs and ensure compliance with all statutory requirements. The Companies Act 2006 requires all UK-limited companies to have at least one company secretary. However, there may be instances where a company wishes to remove its secretary from office.

Removing a company secretary requires careful consideration and adherence to legal requirements. The process may involve passing a resolution at a board meeting or general meeting, notifying the Companies House, updating statutory registers, and retrieving any company property in the secretary's possession. By following the correct procedures, companies can ensure a smooth and efficient removal of the company secretary without facing any legal complications. It is also essential for companies to have a clear understanding of the roles and responsibilities of the company secretary to make informed decisions regarding their removal or replacement.

Legal requirements for removing a company secretary

The process of removing a company secretary is governed by the Companies Act 2006. Section 168 of the Act outlines the procedure for removing a director or secretary from office. The section provides that a company may remove a director or secretary from office by passing an ordinary resolution at a general meeting.

There is no requirement for a limited company to appoint a company secretary. However, if a company has appointed one, it can be removed. The articles of association of a company may require the directors to notify the secretary before their removal.

Removing a company secretary by the directors

The directors of a company have the power to remove a company secretary from the office. However, they must follow the right procedure so they don’t face any legal challenges. The process for removing a company secretary from the directors is as follows:

Step 1: Review the Articles of Association

The first step is to review the articles of association of the company. The articles may provide for the directors' removal of the company secretary. If the articles do not offer this, the directors must rely on the Companies Act 2006 to remove the secretary.

Step 2: Call a Board Meeting

The directors must call a board meeting to discuss the removal of the company secretary. The meeting notice must be given per the company's articles of association or the Companies Act 2006.

Step 3: Pass a Resolution

At the board meeting, the directors must pass a resolution to remove the company secretary from the office. A majority of the directors present at the meeting must pass the resolution. Once the resolution is passed, the company secretary is deemed to have been removed from office.

Step 4: Inform the Company Secretary

The company secretary must be informed of their removal from office as soon as possible. The notice must be given in writing and include the date the removal takes effect. The company secretary should also be informed of their rights under the Companies Act 2006 to represent the company.

Removing a company secretary by shareholders

The shareholders of a company also have the power to remove a company secretary from the office. This can be done by passing an ordinary resolution at a general company meeting. The process for removing a company secretary by shareholders is as follows:

Step 1: Call a General Meeting

The directors must call a general meeting of the company to discuss the removal of the company secretary. The meeting notice must be given per the company's articles of association or the Companies Act 2006.

Step 2: Pass a Resolution

At the general meeting, the shareholders must pass an ordinary resolution to remove the company secretary from the office. A simple majority of the shareholders at the meeting must pass the resolution.

Step 3: Inform the Company Secretary

The company secretary must be informed of their removal from office as soon as possible. The notice must be given in writing and include the date the removal takes effect. The company secretary should also be informed of their rights under the Companies Act 2006 to represent the company.

Completing the proces

Once the company secretary has been removed from the office, several additional steps must be taken to complete the process.

Step 1: Notify Companies House

The company must notify the Companies House of the removal of the company secretary. This must be done using Form TM02 - Termination of Appointment of Secretary. The form must be filed with Companies House within 14 days of the removal of the company secretary.

Step 2: Update Company Records

The company must update its statutory registers to reflect the removal of the company secretary. The registers must be kept at the company's registered office and made available for inspection by members of the public.

Step 3: Return Company Property

The company secretary must return all company property to the company. This includes any documents, keys, and passwords that the company secretary may have had access to.

Conclusion

Removing a company secretary in a limited company is a straightforward process, but it must be carried out in accordance with the requirements of the Companies Act 2006. The directors or shareholders of the company have the power to remove the company secretary, and the process involves passing a resolution at a board meeting or a general meeting. Once the company secretary has been removed from the office, the company must notify Companies House, update its statutory registers, and retrieve any company property in the secretary's possession. Companies need to follow the correct procedures to avoid any legal complications that may arise from an improper removal of the company secretary.