Can a company secretary be removed from office by the shareholders?

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We have got an absentee company secretary on our hands, and me and my four fellow shareholders are sick of it. Can we remove this person from office on our own, or does he have to resign?

Answers

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Directors and shareholders can remove a company secretary from a private limited company at any time because there is no legal requirement to have one. However, the termination of employment must not contravene the terms of the secretary’s contract.

In most companies, the directors have the power to remove a secretary, unless there is a clause in the articles of association or shareholders’ agreement that restricts the directors’ powers in this area.

If the directors have no authority to remove a secretary, the shareholders will have to pass an ordinary resolution at a general meeting or in writing to agree to the removal. If a majority agreement is achieved, the secretary’s appointment may be terminated at any time.

You must inform Companies House within 14 days of removing a secretary - you can do this by filing form TM03 by post or online through WebFiling or via your company formation agent.

a year ago
 

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