Do I need a company secretary?

The Companies Act 2006 has been slowly introduced since it became law. The latest changes in April 2008 now mean that UK limited companies no longer require a company secretary. A company can operate with a single director.

New companies

If you are registering a new company then there is no requirement to appoint a secretary at the time of incorporation. All you need is one director to be appointed. They will need to take on the responsibilities of the company secretary. The articles of association for the company should be updated to reflect the latest changes to company law

If you are forming your company online using our Company Formation website then the system will give you the option to either appoint a secretary or to opt out. By simply ticking the box ‘I do not wish to appoint a company secretary’ the system will allow you to have a sole director company.

You can of course have more than one director and still not appoint a secretary. The choice is yours.

The articles of association that the system supplies to Companies House and to you are fully updated when ever there are changes in the Companies Act. Our Articles of Association do not require a secretary to be appointed. You can form your company with the piece of mind that your documents are correct.

Existing companies

If your company was formed before 6 April 2008 then you will need to read your 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. If your company was formed by SFS or using www.simpleformations.com then your Articles of Association will clearly mention responsibilities of the company secretary.

If your Articles of Association do not refer to the secretary then you can resign the secretary using form TM02. This can be done manually by post or by Companies House using 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. You can do this one of two ways-

1. Send a written or special resolution to Companies House clearly changing each relevant section. This may be time consuming and you need to ensure that you write the new amendments correctly.
or
2. Send a complete new set of Articles of Association to Companies House with a signed written or special resolution clearly stating that the company is adopting the new Articles of Association. Simply purchase an up to date version of company Articles of Association. These can be purchased online - CLICK HERE

Additional information

Q. Must a secretary also be a natural person or can they be a corporate?
A. Where a secretary is appointed they can be a natural person or a corporate body.

Q. When do the remaining provisions relating to secretaries come into force?
A. These come into force on 1 October 2009. From that date secretaries who are an individual person will be able to file a service address for the public record and corporate secretaries will be required to give details of where they are registered and the registered company number, if applicable.

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We are here to help you. Please do not hesitate to call 0844 815 0909 for friendly and professional advice on starting a company.

 

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