Companies Act - No Company Secretary Required
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 288b.
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.
Return to FAQ's
Further user guides are available here
- User Guides
We are here to help you. If you have any
further questions please do not hesitate to call 0800
328 7494 our free phone telephone number for friendly
and professional assistance.
Return to Company
Formation home page.
Any questions or to order now - Contact
us
Company Formation - Company
Registration - Scottish
Company Formation - Limited
Company Formation - Company
Formation UK - Off the
Shelf Company - Registered
Office - Company Secretary
- Limited Liability Partnership
- Company Limited
by Guarantee - Company
Seal - Apostille -
Links
Apostille
Legalisation - Company
Formation Agent
|
