Company Secretary UK: Appoint or Remove (2026)

Overview

A company secretary is an officer of the company who typically handles statutory compliance: keeping registers up to date, filing documents at Companies House, organising board and shareholder meetings, and making sure the company follows its own articles. For public companies, appointing a qualified secretary is a legal requirement under the Companies Act 2006.

For private limited companies, it has been optional since 2008, unless the articles of association say otherwise. Plenty of small companies run perfectly well without one, with the directors taking on the administrative duties themselves. Others bring in an external firm on a services agreement, or appoint an employee or a corporate body to the role.

Whoever holds it, the secretary has real responsibilities and their details appear on the public register. Changing who fills the position, or removing the role entirely, means following the company's own rules and notifying Companies House using the right forms within the required timeframes.

Key steps

1. Check the articles of association. Before anything else, look at the company's articles to see whether a secretary is required. Older companies incorporated under earlier Companies Acts sometimes have provisions that make the role mandatory, and these need amending by special resolution if you want to dispense with the position entirely.
2. Hold a board meeting and record the decision. The directors should meet, or pass a written resolution, to approve the appointment or removal. Board minutes need to capture the date the change takes effect, the identity of the person or corporate body involved, and confirmation that the decision was properly made. These minutes become part of the company's records.
3. Obtain a resignation letter or consent to act. Where a secretary is stepping down, get a written resignation letter from them confirming the effective date. Where a new secretary is being appointed, make sure they have consented to act, and collect the personal or corporate details needed for the Companies House filing.
4. File the correct form with Companies House. Use AP03 to appoint an individual secretary, AP04 for a corporate secretary, TM02 to record a termination, and CH03 or CH04 to update changed details. Filings can be made on paper or through the Companies House online service, usually within 14 days of the change.
5. Update your statutory registers. The register of secretaries must be updated to reflect the new position, including dates of appointment and cessation. Keep the signed resignation letter, board minutes and consent paperwork with the company records so the chain of evidence is clear if anyone queries the change later.

Common questions