There is no specific procedure mentioned for the removal of the company secretary and this decision is largely depends upon the business type as well as needs and requirements of your company. If you think that a company secretary is no more required or the person performing the tasks as company secretary is not performing their duties up to the mark, you can step forward and take the decision of removing the company secretary.
- Removal of Company secretary
- Reasons for removing a company secretary
- How to remove a Company secretary?
- Removal of Company secretary in a private or limited company
- Removal of Company secretary in a public company
- Notifying companies house on removal of Company secretary
Removal of Company Secretary
As per the current law, the decision of removal of a company secretary is taken by way of passing and approving a board resolution by the directors of the company. There is no need for any shareholder consultation or approval at the time of removal of the company secretary. It is possible that your company’s article of association may specify you something different, can contain additional requirements for the removal of the company secretary. Therefore, it is important to check additional requirements (if any) mentioned in articles of association before going forward for the removal of the company secretary. A company needs to observe proper process for the removal of the company secretary unless it may not be considered valid.
If your company is removing the secretary means you need to fill that position. There are public companies and companies where it is mandatory to employ company secretary as specified in their articles of association – any person authorised by the directors can take this place and can act as a company secretary instead of recruiting a new one.
Also See: Appointment of Company Secretary
Reasons for removing a company secretary
Removal of a company secretary largely depends upon the circumstances surrounding company’s operation, governance, objectives, sustainability and strategy. A company secretary can be removed by the directors in the following circumstances –
- Poor performance.
- Not much work to delegate.
- Indulgence in fraudulent activity of some kind within the company.
- Failed to meet the statutory obligations of the company which may include filing of accounts, reports, resolutions or changes to registers, for which even the company and the officers could be fined.
How to remove a Company Secretary?
In case of removal of company secretary, you need to notify Companies house immediately. There are two ways by which you can easily notify Companies house without giving any fee –
- By Companies house web filing service
- By filing form TM02 and sending it to Companies house through portal service.
After filing of the information, public register will be updated accordingly. Recording the date of termination of company secretary in company’s statutory register of secretaries by the director is also one of the important requirements.
Removal of Company secretary in a private or limited company
As per Companies act 2006, there is no process specified for removal of company secretary but it is recommended that you must check your Articles of association to know - Whether any other additional requirements given that board of director needs to follow.
Removal of company secretary should be agreed and approved by the board and the reasons and results of the decision taken must be documented in the minutes of board meeting. This is also considered as a good corporate governance practise to be followed by every private or a limited company.
Removal of Company secretary in a public company
Like a private company, there is no mandatory statutory process to follow for the removal of the Company secretary. Adherence to article of association is a necessary requirement before proceeding further for removal of Company Secretary. Some public companies need to comply with certain corporate governance codes that provide more requirements for removal of the company secretary.
Also See: TM01 Form – Director Resignation Form
Notifying Companies house on removal of Company Secretary
When a company takes a decision to remove company secretary, it is mandatory for you to notify the registrar of companies within 14 days from the date of removal of company secretary. This rule applies even when you make changes in the details mentioned in registrar of secretaries. Failing to comply with the legal obligations could incur fines for the company and its officers (directors and company secretary).
In case you want more information or advice on removal of Company Secretary, kindly call us on 03330886686 or you can also e-mail us at firstname.lastname@example.org
Also See: Reporting changes to Companies House