By law, the removal of a company secretary is done by passing and approving a board resolution by the company directors. It is crucial to double-check any additional conditions. Conditions should be checked in the articles of the association and only then proceeding with the removal of the company secretary should be continued.
If an organisation fails to follow proper procedures for removing the company clerk, the dismissal could be deemed invalid.
There are public corporations and private companies that are required by their articles of incorporation to appoint a company secretary; however, any individual approved by the directors may fill this position and serve as a company secretary instead of hiring a new one.
Reasons for the removal of a company secretary
The situations affecting the organisation’s service, administration, priorities, survival, and policy play a significant role in the removal of a company secretary.
The directors have the authority to dismiss a business secretary in the following situations:
- Because of poor performance
- Not enough work delegated
- Engagement of any fraudulent activity within the company
- Failed to comply with the regulatory requirements of the company like filing statements, records, motions, or adjustments to registers
How should you get rid of a Company Secretary?
You must immediately inform Companies House once a removal of the company secretary has been decided.To do so you must fill out the TM02 form and send it to the Companies House.After doing so, the public register will be updated.
Related Forms To TM02
Form TM02 should only be used to terminate an appointment of a company secretary. This cannot be used to terminate an appointment of a director. To do so, use TM01 ‘Termination of appointment of directors.’
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TM02 Form Charge
Companies House has made this form available to you for free.
There is no precise timeline for Companies House processing this form however applications usually take 2-3 weeks for it to be registered on the public database
Address for TM02 Form
You can send this form to any Companies House address, but we recommend that you send it to the address listed on the form for expediency.
TM02 – Termination of appointment of Company Secretary – Expanded
A company secretary is often an officer of the company who deals with and leads the administration and governance work associated with the operation of a company, even though the position of a company secretary is not prescriptively defined in any statute.
Business secretaries normally advise the board of directors and communicate with the board and the company’s stakeholders and shareholders on various corporate governance issues. As corporations and directors face increased scrutiny and pressure to implement meaningful corporate governance models, this is becoming a more critical position in the organisation of a business.
Company secretaries may be individuals or businesses. Many companies on the market provide company secretarial services to businesses that do not have a suitable candidate but would like to have the function.
In any case, an organisation is required by law to maintain a registry of its secretaries, which must be kept up to date.
The board of directors of a company plays a critical role in appointing and removing a company secretary because they are in charge of recruiting candidates, monitoring their performance (often following corporate governance codes and industry body standards), and ultimately deciding if the secretary’s continued employment in the company promotes the best interests of the company. The directors will eventually decide whether or not to hire or remove a company secretary.
When a company adds or removes a company secretary, the Companies House must be notified within 14 days of the person’s appointment as company secretary. The organization must ensure that the person being named has given his or her consent to act in the position. Similarly, when a company secretary is dismissed, the registrar must be notified within 14 days of the date the individual is removed as company secretary.
If any of the records in the registry of secretaries are altered, the organization must notify the registrar within 14 days.
These are legal responsibilities, and if the company and its officers (directors and company secretaries) fail to meet them, the company and its officers (directors and company secretary) can face fines.
Companies House has the right to return forms that have been filled out incorrectly or that are missing details. So make sure to check the following:
- The name and number of the company match what is on the public register.
- You correctly typed the name of the secretary who is being shot.
- You’ve included the termination date.
- The form has been signed by you.
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