Small business and tax blog

From 6 April 2008, private limited companies in the UK are no longer required to have a company secretary appointed. This is a welcome simplification arising from the gradual implementation of the new Companies Act 2006.

In most small companies, the duties of the company secretary were minimal, and could easily be taken over by the company directors or delegated to the company accountant.

Any company secretary already in office on 6 April 2008 can be removed by a serving director submitting a form 288b to Companies House, or by filing the equivalent notice online.

Any of the company secretary’s duties and powers can be taken over by a company director.

It is now possible for a limited company to have only one director and no company secretary. If a company deed is to be executed, where previously this was carried out by a director and the secretary, this may now be executed by a sole director if it is witnessed.

The exemption is not available if the Articles of the company require a secretary to be appointed. The standard Articles known as ‘Table A’ (which most companies use) does not have such a requirement, as it only refers to the duties and the method of appointment and removal of a company secretary.

If the Articles DO contain a specific reference to having a company secretary, they can be amended by sending an appropriate resolution together with a copy of the amended Articles to Companies House.

For professional help with your company accounting and tax issues, please see our companies page.

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