How To Remove a Company Secretary From a Limited Company?

Every UK limited company, whether a large public listed entity or a smaller private limited firm, depends on strong governance to operate effectively and lawfully. At the heart of this governance framework is the Company Secretary —a role often referred to as the custodian of compliance.

When a Company Secretary leaves—be it through resignation or removal—it marks more than just a change in personnel. Their exit sets in motion a chain of legal processes and regulatory requirements, and how a company handles this transition can directly impact its compliance standing and reputation.

This blog examines the legal processes, challenges, and practical implications of both resignation and removal of a Company Secretary in UK limited companies, providing directors and boards with a clear, research-backed roadmap to navigate such transitions.

What Is a Company Secretary’s Role in a Limited Company in the UK?

A Company Secretary is a senior officer responsible for ensuring that a company operates in accordance with the law and good governance standards. Unlike the name suggests, the role is not administrative but strategic: a Company Secretary acts as the custodian of compliance, ensuring that the company meets its statutory obligations, maintains accurate records, and operates transparently with shareholders, regulators, and the public.

Under the Companies Act 2006, the requirements to appoint a Company Secretary depend on the type of limited company:

Private Limited Companies (Ltd):

Since April 2008, they have not been legally required to have a Company Secretary, unless their articles of association specifically require it (Companies Act 2006, Section 270).

Public Limited Companies:

The appointment of a Company Secretary is mandatory (Companies Act 2006, Section 271). The individual must be appropriately qualified, such as a chartered secretary, solicitor, barrister, or a person with relevant knowledge and experience.

What Functions Does a Company Secretary Perform in a Limited Company?

A Company Secretary in a limited company is not just the person ticking boxes or filing paperwork. They are the governance backbone of the organisation—someone who makes sure the company is not only compliant with the law but also credible in the eyes of regulators, shareholders, and investors.

Here are the key areas where a Company Secretary plays a vital role:

1. Advising the Board

Guides directors on their legal duties, shareholder rights, and disclosures under the Companies Act.

2. Keeping the Company Compliant

Manages Companies House filings within strict deadlines (often 14 days) to avoid fines.

3. Organising Meetings

Prepares agendas, resolutions, and minutes to ensure transparent decision-making.

4. Maintaining Registers

Keeps statutory registers (members, directors, PS Company Secretary, and Company Secretary) accurate and open for inspection.

5. Ensuring Governance (for a private limited Company Secretary )

Ensures compliance with the UK Corporate Governance Code and liaises with FCA/LSE.

6. Acting as the Bridge

Connects directors, shareholders, regulators, and auditors to maintain trust and accountability.

What is the Process For Resignation of a Company Secretary in the UK?

A Company Secretary (Company Secretary ) may choose to resign for many reasons—career progression, retirement, relocation, or even differences with the board. However, in a limited company, a Company Secretary’s departure is not simply a contractual exit; it activates a compliance-heavy process under the Companies Act 2006 and related UK regulations.

Step-by-Step Process for Resignation

1. Formal Written Notice

The first step in a Company Secretary’s resignation is a formal written notice addressed to the Board of Directors. This letter usually states the intention to resign, the effective date, and sometimes the reasons behind the decision. In many cases, the notice period is guided by the terms of the employment contract, giving the company time to prepare for the transition.

2. Board Recording

Once the resignation letter is received, the matter is formally placed before the Board of Directors. At the next Board meeting, the resignation is discussed, acknowledged, and approved. The decision is then recorded in the official minutes of the meeting, ensuring there is a permanent, legal record of the event.

3. Companies House Filing (Form TM02)

In the UK, companies are required to keep Companies House updated on any changes to their officers. When a Company Secretary resigns, the company must file Form TM02 within 14 days of the resignation taking effect. Failure to do so can attract penalties, including fines of up to £5,000. This filing ensures the company’s public records remain accurate and transparent.

4. Update Registers

Every company is required to maintain a statutory register of secretaries, which is a public document open to inspection. Once the resignation is accepted, this register must be updated to reflect the change. Keeping this register accurate not only fulfils a legal duty but also reassures stakeholders, auditors, and regulators that governance is being appropriately managed.

5. Replacement of the Company Secretary

Public limited companies (PLCs): Appointment of a Company Secretary is mandatory under UK law, so the Board must ensure that a suitable replacement is appointed promptly after a resignation.

Private limited companies: Appointment of a CS is optional, but even if the company decides not to appoint a replacement, the resignation must still be formally recorded and filed with Companies House.

What Is The Process For the Removal of a Company Secretary in the UK?

Unlike resignation, which is initiated by the individual, removal is a board-driven process. It generally occurs when the company determines that the secretary’s continued service is not in the organisation’s best interest. Because the Company Secretary plays such a central role in compliance and governance, the process must strike a balance between legal obligations and fairness to avoid reputational and regulatory fallout.

A Company Secretary may be removed for several reasons, most commonly when their performance or conduct undermines compliance and governance. Grounds include persistent non-compliance with statutory duties, such as filing returns or maintaining registers; misconduct or breaches of trust that compromise fiduciary responsibilities; conflicts of interest that impair independence; or organisational restructuring and redundancy where the role is no longer required.

Process for Removal:

• Board Resolution

The removal of a Company Secretary must be formally approved at a Board meeting. Directors discuss the reasons for removal and then pass a Board Resolution to record the decision. In certain companies—especially if required under the Articles of Association—shareholder approval may also be necessary, making the process more transparent and democratic.

• Right to Respond

Fairness is a key part of the removal process. The Company Secretary should be given a reasonable opportunity to respond to the reasons for their proposed removal. This not only prevents potential disputes and claims of unfair treatment but also demonstrates that the company has acted in line with the principles of natural justice.

• Companies House Notification

Once the removal is confirmed, the company must notify Companies House by filing Form TM02 within 14 days. Failure to comply is treated as a criminal offence under UK law, and both the company and its officers can face penalties, including fines. Filing ensures the public record is up to date, which is essential for regulatory transparency.

• Updating Registers

Every company is required to maintain a statutory register of secretaries. After removal, this register must be updated without delay to reflect the change. As the register is open for public inspection, ensuring its accuracy helps maintain confidence with stakeholders, regulators, and potential investors.

What’s the difference between Resignation and Removal of a Company Secretary?

What Are the Compliance Requirements After a Company Secretary Resigns in the UK?

Once a Company Secretary’s resignation or removal takes effect, a limited company has several compliance obligations to complete in order to remain legally sound and transparent.

Companies House Filings

File Form TM02 with Companies House within 14 days of the resignation or removal (s.276, Companies Act 2006).

Update Statutory Registers

Amend the Register of Secretaries immediately (s.275). This is a public document, and inaccuracies may compromise corporate transparency.

Notify Internal & External Stakeholders

Circulate internal communications to directors, auditors, and key teams, and notify banks, regulators, or contractual partners if the Company Secretary has signing authority or has acted as the primary point of contact.

Secure Handover of Records

Collect and verify all statutory registers, filings, and compliance calendars, and ensure digital and physical access rights (passwords, digital signatures, Companies House authentication codes) are properly transferred or revoked.

Appointment of a Replacement (Mandatory for a private limited Company Secretary )

Public limited companies must appoint a new Company Secretary promptly under Section 271. Private limited companies are not legally required to have one, but must still ensure corporate governance responsibilities are reallocated or reassigned.

What are the Common Pitfalls Companies Should Avoid After the Removal of the Company Secretary?

Late Filing of Form TM02

Failure to notify Companies House within 14 days of resignation or removal is a criminal offence and may result in fines, prosecution of officers, and reputational harm.

Incomplete Updates to Registers

Neglecting to update the statutory register of secretaries under Section 275 of the Companies Act 2006 creates compliance gaps and exposes the company to audit scrutiny.

Poor Record Handover

Without a proper handover of statutory books, compliance calendars, or digital access rights, companies risk losing critical information and continuity in governance.

Failure to Notify Key Stakeholders

Banks, auditors, regulators, and even shareholders may be left uninformed, resulting in operational delays, mistrust, and potential breaches of reporting obligations.

Delay in Appointing a Replacement (for Private Limited Company Secretary )

Since a Company Secretary is mandatory for public limited companies, delays in appointment can leave the company in breach of the Companies Act 2006, attracting regulatory action.

Why Does Transparency Matter When a Company Secretary Resigns?

Custodian of Compliance

The Company Secretary safeguards the company’s governance framework; mishandling their exit signals weak oversight at the board level.

Regulatory Scrutiny

Inaccuracies or omissions can lead to investigations by the FCA, LSE, or Companies House, which may escalate into sanctions.

Shareholder Trust

Transparent communication reassures shareholders that governance remains strong, even during leadership changes.

Corporate Reputation

Poorly managed exits can damage market confidence, making investors cautious and potentially affecting funding opportunities.

Prevention of Disputes

Transparent processes and open communication help avoid employment-related claims or disputes between directors and stakeholders.

Conclusion

When a Company Secretary steps down or is removed, it’s not just paperwork—it’s a turning point in a company’s governance. How the exit is managed can either reflect a company’s professionalism and integrity or expose it to unnecessary risks, such as fines, disputes, and reputational damage.

This is why transparency, timeliness, and accuracy matter so much. A well-handled transition shows stakeholders that the company values good governance and accountability.

At 3E Accounting UK, we make this process simpler for you—managing compliance, handling filings with precision, and ensuring that no detail is overlooked—so you can focus on running your business with confidence.

Frequently Asked Questions