If I was a Company Secretary, when a new one was appointed, should I have signed a form?

Answer 1

Just as there are no limits on the number of directors a company can have, so too there are no limits on the number of secretaries,

In the case of the company secretary, once a 2nd or subsequent secretary is appointed each is considered to be a joint company secretary with equal powers.

Should you not be happy with what is going on then download a 288b (see link below) and sign it in both places. You can also give a reason for your resignation should you choose to.

And being able to sign in two places is a classic chicken and egg situation. At the moment you sign as a current director/secretary you are also resigning. But which comes first? Companies House will almost always accept the form. Alternatively if you are still speaking to the other secretary / any of the directors get one of them to countersign it.

Finally if there was a board minute appointing the other secretary (there should be but in small private companies things often get done by the seat of the pants) then see what it actually says. If it only records the appointment and not your resignation then there is no need to resign unless you want to. And that would also need a board minute.

Incidentally, the person who states that there is no legal requirement to resign as company secretary is wrong. Unless the Company's statutory books and/or Companies House show you as having resigned (and preferably both) you are still legally liable for any acts carried out by the Company which are considered the responsibility of the Company Secretary or, in this case, Secretaries. In particular such things as keeping accurate statutory records - something both the Directors and Secretary are responsible for. However this will all change with the 2006 Act (which has yet to receive Royal Ascent) as the need for private companies to have a Company Secretary has been dispensed with.

Brendan

Answer 2

There is no statutory requirement for you to sign a form on resignation, only on appointment. A form 288b will be completed, signed by a director and filed at Companies House.
If you have any interest in the equity of the company or received any fees or remuneration in respect of your office, a prudent company would have a board meeting minuting your replacement.

Answer 3

The `if' is indeterminate and non-definitive and ambigious.Assuming you are one then the Company Board will make it mandatory to sign a form. I apprehend that maybe you did not sign the form. Dictates of the conscience is equally significant; perhaps more important in some cases.But you cannot simultaniously breach company laws.

Answer 4

New Co. Sec can be appointed by board resolution ( extraordinary or otherwise) so they can do what they want if there has been a falling out. Majority shareholders rule so they make the rules.

Answer 5

Procudure for Incorporating a organization Approval of brand call: the first step contained in the formation of a organization is the approval of the call by the Registrar of agencies (ROC) contained in the State/Union Territory in which the organization will take care of its Registered workplace. This approval is equipped challenge to precise circumstances: for instance, there might want to not be an present organization by a similar call. extra, the merely good words contained in the call are required to be "deepest Ltd." contained with regards to a private organization and "restricted" contained with regards to a Public organization. Memorandum and Articles, etc. The memorandum of association and Articles of association are the biggest document to be submitted to the ROC for the objective of incorporation of a organization.The Memorandum of association is a document that gadgets out the structure of the organization. It contains, among others, the products and the scope of pastime of the organization and also defines the relationship of the organization with the exterior global. The Articles of association include the guidelines and guidelines of the organization for the administration of its inner affairs. even as the Memorandum specifies the products and applications for which the organization has been formed, the Articles lay down the guidelines and guidelines for accomplishing those products and applications. The ROC will supply the certificate of incorporation after the mandatory records are presented alongwith the considered necessary registration fee, it truly is scaled in accordance to the percentage capital of the organization, as reported in its Memorandum. a private organization can commence off organization on receipt of its certificate of incorporation. A public organization has the alternative of inviting the accepted public for subscription to its percentage capital. consequently, the organization has to challenge a prospectus, which resources information about the organization to potential investors. the agencies Act specifies the information to be contained contained in the prospectus. The prospectus must be filed with the ROC earlier it would want to be issued to the accepted public. In case the organization comes to a decision now to not frame of mind the accepted public for the mandatory capital and obtains it privately, it would want to document a "truth in Lieu of Prospectus" with the ROC. On fulfilment of those criteria, the ROC subject matters a certificate of commencement of organization to the accepted public organization. the organization can commence off organization in the present day after it receives this certificate.

Answer 6

I believe that a 288b should have been submitted to Companies House

Answer 7

Basically yes!