Company Secretaries and the Companies Act 2006

Historically all UK limited companies have had at least two officers appointed. The minimum requirement was to have at least one company director and a company secretary. The company director is appointed to run the company on behalf of the shareholders. The secretary position was created to provide administrative support to the company.

The Companies Act 2006 has been introduced over the last 18 months and the latest amendments have changed the need for two officers to be appointed. From April 2008 it is now possible for a UK company to be a single officer company. A company is only legally required to have a minimum of one company director appointed.

If you are registering a new company then there is no requirement to appoint a secretary at the time of incorporation. The director will need to take on the responsibilities of the company secretary, but this is generally not a problem for most people. The articles of association for the company should be updated to reflect the latest changes to company law. Check with your Company Formation Agent when registering your company. Most online company registration services should have updated their documents. You can of course still appoint a company secretary or have more than one director and still not appoint a secretary. The choice is yours.

If your Company Formation was before 6 April 2008 then you will need to read your memorandum and articles of association. Any reference to the company secretary’s specific duties should be detailed in the articles of association. Prior to this date it was a legal requirement to have a company secretary appointed. It is likely that your company documents refer directly to the company secretary and their responsibilities.

If your Articles of Association do not refer to the secretary then you can resign the company secretary using form 288b. This can be done by post or online using Companies House electronic filing. If the articles of association do refer to the secretary but you no longer wish to have a company secretary appointed for your company then you will need to change the articles of association before resigning the company secretary. To change these you will need to file a resolution at Companies House with your updated Articles of Association. New articles of association can be purchased from most good company service providers or legal stationery suppliers. There is no need to form a new company.

Whilst the latest changes to the Companies Act have made it easier for sole traders to become limited companies, it has also increased the responsibilities for Directors. Whether you decide to keep a secretary appointed or not you should always keep your company filing up to date. In a single office company the responsibilities that were previously that of the secretary will now fall upon the Director. It is therefore essential that a sole Director makes themselves aware of the filing duties with Companies House. Failure to submit documents to Companies House may lead to your company being removed from the public register and dissolved. It is likely that the company’s accountant or company formation agent can assist with this but all companies should check this in advance.

Company Secretaries and the Companies Act 2006 / Author: Mike Harris

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