Malcolm ZoppiTue Oct 03 2023
Understanding Who Cannot Act as a Company Secretary
A company secretary is appointed to act in the best interests of the company, and any wrong appointment can cause significant harm to the company.
When it comes to company formations, appointing a company secretary is a legal requirement for both private and public companies in the United Kingdom. The role of a company secretary involves ensuring that the company and its directors comply with corporate governance requirements.
However, not everyone can be appointed or removed as a company secretary. It is crucial for businesses to understand who is eligible or ineligible to act as a company secretary. A company secretary is appointed to act in the best interests of the company, and any wrong appointment can cause significant harm to the company.
According to the Companies Act 2006, certain individuals are disqualified from acting as a company secretary. This includes anyone who is bankrupt, has been convicted of an indictable offense, or has been disqualified from acting as a company director. Additionally, a company secretary cannot be the company auditor or hold the position of secretary in a public company.
The duties of a company secretary often go beyond just legal requirements and include tasks such as maintaining the company’s registers and ensuring that the company’s statutory obligations are met. Therefore, it is essential to appoint the right person to this critical role.
In the following sections, we will explore the disqualifications for acting as a company secretary in more detail.
- A company secretary is a legal requirement for both private and public companies in the UK.
- Not everyone can be appointed or removed as a company secretary.
- Disqualifications for being a company secretary include bankruptcy, conviction of an indictable offense, and disqualification from acting as a company director.
- A company secretary cannot be the company auditor or hold the position of secretary in a public company.
- The role of a company secretary involves ensuring compliance with corporate governance requirements and fulfilling statutory obligations.
Disqualifications for Acting as a Company Secretary
According to the Companies Act 2006, there are certain individuals who are disqualified from acting as a company secretary in the United Kingdom. It is a legal requirement for companies to appoint or remove company secretaries in line with the rules and regulations surrounding company formations.
A company secretary may be appointed by the directors to ensure that the company and directors comply with all applicable laws and regulations. The company secretary often acts as the main point of contact for the company’s shareholders, and is responsible for ensuring that all communication is handled efficiently and effectively.
However, there are certain disqualifications that must be taken into account when appointing a company secretary. For example, a company secretary cannot be the company auditor or hold the position of secretary in a public company. This ensures that there is a clear separation of duties and responsibilities between key roles within the company.
Disqualifications for Public Companies
For public limited companies, the secretary of a public company must meet specific qualifications, as set out in the Companies Act 2006. These include being a member of a recognised professional body or holding a university degree.
Additionally, the company secretary cannot be held personally liable for any actions taken in the best interests of the company. This protects the individual from being sued or prosecuted for any decisions made in their role as company secretary.
Disqualifications for Private Companies
For private companies, the rules are slightly different. Any individual who is bankrupt, has been convicted of an indictable offense, or has been disqualified from acting as a company director cannot be a company secretary. This ensures that the company is run by individuals who meet certain standards and are capable of carrying out their duties effectively.
It is important to note that the disqualification applies to both private and public limited companies. Companies must ensure that they appoint a company secretary who meets the necessary qualifications and is able to carry out their duties in the best interests of the company.
Q: Who is a company secretary?
A: A company secretary is an officer of a company who is responsible for ensuring that the company complies with legal and regulatory requirements.
Q: What is the role of a company secretary?
A: The role of a company secretary includes maintaining and updating company records and registers, advising the board of directors on corporate governance matters, and ensuring that the company meets its statutory obligations.
Q: Is a company secretary mandatory for all companies?
A: No, a company secretary is not mandatory for all companies. However, certain types of companies, such as public limited companies, are required to appoint a company secretary.
Q: How can I appoint a company secretary?
A: To appoint a company secretary, you need to follow the procedures outlined in the articles of association of your company. Typically, the appointment is done by the board of directors.
Q: Can I remove a company secretary?
A: Yes, you can remove a company secretary. The removal process is usually stated in the articles of association of your company and must be reported to Companies House.
Q: What are the qualifications required to be a company secretary?
A: There are no specific qualifications required to be a company secretary. However, many companies prefer to appoint a chartered secretary who has relevant knowledge and experience in company secretarial matters.
Q: What happens if a company does not have a company secretary?
A: If a company does not have a company secretary, the responsibilities of the company secretary will be carried out by the company’s directors or other designated officers.
Q: Do private limited companies need a company secretary?
A: Private limited companies are not required to appoint a company secretary. However, they may choose to do so if they believe it would be beneficial for their operations.
Q: Do I need to notify Companies House when I appoint or remove a company secretary?
A: Yes, any appointment or removal of a company secretary must be reported to Companies House. You must also update the public register of companies with the relevant information.
Find out more!
If you want to read more in this subject area, you might find some of our other blogs interesting:
- Can you remove a company secretary without their consent?
- Cost to remove a director from a company?
- How to change a company name in the UK?
- When a company director resigns how long is a director liable?
- Can a Solicitor Sign a Contract on My Behalf? Explained in Clarity
- How Does a Share Purchase Agreement Work?
- What is Due Diligence in Law?
- How to Write a Legally Binding Contract: Expert Guidance for Success
- 5 Things to Include in a Business Purchase Agreement
Disclaimer: This document has been prepared for informational purposes only and should not be construed as legal or financial advice. You should always seek independent professional advice and not rely on the content of this document as every individual circumstance is unique. Additionally, this document is not intended to prejudge the legal, financial or tax position of any person.
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