How to Remove a Company Secretary | Companies MadeSimple

Removing a company secretary is a straightforward process, but it must be done correctly to ensure your company stays compliant with the law.

Private limited companies are not legally required to have a company secretary, so removal is often simply a matter of following the correct procedure. Public limited companies (PLCs), however, must always have a secretary in place, which means a replacement needs to be appointed at the same time as any removal.

This article explains when you might need to remove a company secretary, the legal requirements involved, the step-by-step process for notifying Companies House and updating your company records and how Companies MadeSimple can support you with this and other company administration tasks.

Key Takeaways

• Directors typically have the authority to remove a company secretary through a board resolution
• Form TM02 must be filed with Companies House within 14 days of removal
• Private companies do not need to replace the secretary, but PLCs must appoint a replacement
• If the secretary is also an employee, employment law and contractual notice periods apply
• Statutory registers must be updated to reflect the change
• Companies MadeSimple can help manage the removal process and ensure compliance

When Might You Need to Remove a Company Secretary?

There are several common reasons why a company might need to remove a company secretary.

Resignation

The secretary may choose to resign from the role, either to pursue other opportunities or because they no longer wish to hold the position.

Retirement

The secretary may reach retirement age or decide to step down after a period of service.

Contract expiry

If the secretary was appointed for a fixed term, their contract may come to an end and not be renewed.

Poor performance

The secretary may not be fulfilling their duties to the required standard, leading directors to decide that a change is needed.

Breach of duty

If the secretary breaches their legal or contractual duties, removal may be necessary to protect the company's interests.

Disqualification

The secretary may become disqualified from acting as a company officer due to legal action or bankruptcy.

Ill health or misconduct

Personal circumstances or misconduct may make it necessary to remove the secretary from their role.

In most cases, directors have the authority to remove a company secretary, unless the company's Articles of Association or shareholder agreements state otherwise.

If managing company secretarial duties becomes challenging, Companies MadeSimple offers company secretarial services as an alternative to appointing an individual.

Legal Requirements Under the Companies Act 2006

The legal framework for removing a company secretary is set out in the Companies Act 2006.

Private limited companies

For private companies, the removal of a company secretary is typically a matter for the board of directors. Directors can pass a resolution to remove the secretary, provided the company's Articles of Association do not require shareholder approval.

Public limited companies (PLCs)

PLCs must always have a company secretary in place. This means that if you remove a secretary, you must appoint a replacement at the same time or before the removal takes effect.

Compliance with the Articles of Association

Always check your company's Articles of Association before removing a secretary. Some Articles may require an ordinary resolution (shareholder approval) rather than a simple board decision.

Following the correct legal process ensures the removal is valid and helps avoid potential disputes or compliance issues.

Process for Removing a Company Secretary (Step-by-Step)

Removing a company secretary involves several clear steps that must be followed to ensure compliance.

1. Review the Articles of Association

Check your company's Articles of Association to confirm who has the authority to remove a company secretary. In most companies, this is the board of directors, but some Articles may require shareholder approval.

2. Hold a board meeting or pass a written resolution

The directors must meet and agree to remove the company secretary, or pass a written resolution if all directors consent. This ensures the decision is properly authorised and recorded.

3. Obtain director approval by majority vote

The removal must be approved by a majority of directors (or the threshold specified in your Articles). This decision should be taken seriously and based on valid business reasons.

4. Record the decision in the board minutes

The board meeting minutes must record the decision to remove the company secretary, including the effective date of removal. These minutes form part of the company's official records.

5. Notify the secretary in writing

The company secretary should be formally notified of the removal in writing. The letter should include the effective date of removal and, if applicable, details of any notice period or final responsibilities.

6. File Form TM02 with Companies House within 14 days

Form TM02 (Termination of Appointment of Secretary) must be filed with Companies House within 14 days of the removal taking effect. This can be done online or by post. 

7. Update the company's statutory register of secretaries

The company's register of secretaries must be updated to show the termination date. This register should be kept at the registered office or SAIL address and must be accurate and up to date.

8. Retrieve any company property

Ensure that any company property held by the secretary is returned. This may include documents, devices, access credentials, company seals, or any other materials belonging to the company.

Companies MadeSimple can assist with filing Form TM02 and ensuring all steps are completed correctly and on time.

Removing a Secretary Who Is an Employee

If the company secretary is also an employee of the company, additional considerations apply.

Check employment contracts and notice periods

Review the secretary's employment contract to understand any notice periods, grounds for termination, and other contractual obligations. Failing to follow the correct procedure could lead to claims for breach of contract or unfair dismissal.

Consider the grounds for termination

If you are removing the secretary from both their secretarial role and their employment, ensure you have valid grounds. Common grounds include redundancy, performance issues, or misconduct.

Seek legal advice if needed

If you are removing a secretary without their consent and they are also an employee, it is worth seeking legal advice to ensure you follow employment law correctly and avoid potential disputes.

Even if the secretary is removed from their company officer role, they may remain employed in another capacity if their contract allows for this.

Removing a Company Secretary in a Public Limited Company (PLC)

Public limited companies face stricter requirements when removing a company secretary.

PLCs must always have a qualified secretary

Unlike private companies, PLCs are legally required to have a company secretary at all times. This means you cannot simply remove a secretary without appointing a replacement.

Appoint a replacement before or at the same time

When removing a company secretary in a PLC, you must appoint a new secretary before the removal takes effect, or at the same time. The replacement must meet the qualification requirements set out in Section 273 of the Companies Act 2006.

File both forms with Companies House

If you are removing one secretary and appointing another, you may need to file both Form TM02 (termination) and Form AP03 (appointment) with Companies House. This ensures the public register remains accurate and the company stays compliant.

How to Resign as a Company Secretary

If you are currently a company secretary and wish to resign, the process is straightforward.

Provide written notice to the board

Submit a formal resignation letter to the board of directors. This letter should state your intention to resign and include your proposed leaving date.

Observe any contractual notice period

If you have an employment contract or service agreement, check whether you are required to give a specific notice period. This protects you from potential breach of contract claims.

Directors file Form TM02

Once the directors have accepted your resignation, they must file Form TM02 with Companies House within 14 days. They should also update the statutory register of secretaries.

Resigning from the role does not remove the company's obligation to ensure statutory duties are completed. If no replacement is appointed, directors will need to take on these responsibilities.

Updating Records and Registers

After removing a company secretary, several records and registers must be updated.

Notify Companies House within 14 days

Form TM02 must be filed with Companies House within 14 days of the removal taking effect. Late filings can result in penalties and inaccuracies on the public register.

Update the statutory register of secretaries

The company's register of secretaries must be updated to show the termination date. 

Keep records at the registered office or SAIL address

All statutory records, including the updated register of secretaries, must be maintained at the company's registered office or Single Alternative Inspection Location (SAIL).

Update company stationery, bank signatories, and correspondence

If the company secretary was listed on letterheads, business cards, or other materials, these should be updated. Bank signatories and authorised contacts may also need to be changed if the secretary had signing authority.

Common Mistakes to Avoid

Here are some common mistakes companies make when removing a company secretary:

Not notifying Companies House on time

Failing to file Form TM02 within 14 days can result in penalties and leave the public register inaccurate. Always prioritise this filing to stay compliant.

Failing to update statutory registers

The register of secretaries must be updated even if you file Form TM02 with Companies House. These are separate requirements and both must be completed.

Overlooking contractual notice requirements

If the secretary is also an employee, failing to observe notice periods or contractual obligations can lead to legal disputes.

Leaving a PLC without an active secretary

Public companies must always have a company secretary. Removing one without appointing a replacement is a breach of the Companies Act 2006.

Not recording the decision in board minutes

The decision to remove a company secretary should be formally recorded in board minutes. This provides evidence that the removal was properly authorised.

The Role of Companies MadeSimple

Companies MadeSimple can help make the process of removing a company secretary simple and compliant.

Company secretarial filings and updates

We can prepare and file Form TM02 with Companies House on your behalf, ensuring it is submitted within the 14-day deadline.

Registered office and SAIL address management

If you need to update records or maintain statutory registers, we can provide registered office services and SAIL address support.

Support with appointing or removing officers

Whether you are removing a secretary, appointing a new one, or making other changes to your company officers, we can guide you through the process and handle the administrative work.

Our services are designed to save you time, reduce errors, and ensure your company stays compliant with the Companies Act 2006.

Conclusion

Removing a company secretary is a straightforward process when the correct steps are followed.

Directors typically have the authority to remove a secretary through a board resolution, provided the Articles of Association do not require otherwise. Form TM02 must be filed with Companies House within 14 days, and statutory registers must be updated to reflect the change.

Private companies do not need to appoint a replacement, while public companies must ensure a qualified secretary is always in place. If the secretary is also an employee, employment law and contractual obligations must be considered.

Companies MadeSimple's company secretarial services can help manage the removal process, ensuring compliance and giving you peace of mind that all requirements are met.

Frequently Asked Questions

How do I remove a company secretary from my company?

To remove a company secretary, directors must pass a board or written resolution approving the decision. Then file Form TM02 (Termination of Appointment of Secretary) with Companies House within 14 days and update your statutory register of secretaries. Filing online ensures faster confirmation.

Who has the authority to remove a company secretary?

In most companies, the board of directors holds the authority to remove a company secretary. However, if your articles of association or shareholder agreements specify otherwise, those rules must be followed. Public limited companies (PLCs) must always have a secretary in post, so removal should coincide with a replacement.

Can I remove a company secretary without their consent?

Yes, as long as the process is fair and lawful. Directors can remove a secretary through a board resolution, but if they are also an employee, ensure compliance with employment law and contractual notice terms to avoid legal issues.

Which Companies House form is used to remove a company secretary?

Use Form TM02 – Termination of Appointment of Secretary. This can be submitted online via Companies House WebFiling or through Companies MadeSimple's online platform for easier management.

How long do I have to notify Companies House after removal?

You must notify Companies House within 14 days of removing a company secretary. Failing to do so can lead to penalties and inaccuracies on the public register.

Do I need to appoint a new secretary after removing one?

For private limited companies, there is no legal requirement to replace a secretary. For public limited companies (PLCs), you must appoint a new secretary before or at the same time as removal to remain compliant with the Companies Act 2006.

What if the company secretary resigns instead of being removed?

If the secretary resigns, they should provide written notice to the directors. The company must then file Form TM02 with Companies House within 14 days and update the statutory register of secretaries accordingly.

Do I need to update company records after removing a secretary?

Yes. Update your statutory register of secretaries with the termination date, amend any internal records, and revise stationery or online references to reflect the change.

How long does Companies House take to process the removal?

Online filings are usually processed within 1 to 2 working days. Postal submissions can take up to 10 days. Companies House will then update the public register and send confirmation.

What are the common mistakes to avoid when removing a company secretary?

Common errors include:

• Missing the 14-day filing deadline
• Failing to update statutory registers
• Overlooking notice periods
• Leaving a PLC without a secretary
• Not recording the decision in board minutes

Can Companies MadeSimple help with removing a company secretary?

Yes. Companies MadeSimple can prepare and file Form TM02, update statutory registers, and ensure your company remains compliant with the Companies Act 2006.

What is the difference between removing and resigning as a company secretary?

If a secretary resigns, they voluntarily step down. When they are removed, the directors or shareholders terminate the appointment through a board resolution. Both actions require filing Form TM02.