Company Secretaries RIP?
From 6 April 2008, no private company need have a company secretary. On that date, Section 270 of the Companies Act 2006 allows them to abolish an office which has existed for nearly 150 years.
But: all the work, traditionally done by the company secretary, still remains. The taking of minutes at board meetings; the submission of forms and documents to Companies House and remembering their filing deadlines – apart from the other tasks of liaising with and providing information to the company's auditors and the doing of all of the other administrative things which no-one else in the company will do and therefore get left for the company secretary to do – all of these things still have to be done.
This is a reform which has been trumpeted by the Government as "de-regulatory" and as "cutting more red tape for small businesses". However, it seems to be a reform which leaves the job still to be done – but no-one specifically to do it. The new law provides that from 6 April 2008, any director can also take on the role of company secretary – in addition to all of their other duties. Indeed, the Act also provides that the role, formerly carried out by the company secretary, may be carried out by "a person authorised generally or specifically on behalf of the directors" – which would seem to mean the very role allowed to be abolished by the very same Section – i.e. the company secretary!
So: when is “a de-regulatory reform” not a de-regulatory reform or when is “cutting red tape” not cutting red tape? Answer: when it is contained in Section 270 of the Companies Act 2006!
Semple Fraser provides a company secretarial service and a registered office service to client companies should they so require. If you would like more information on this reform or to abolish the role of the company secretary in your company and/or to benefit from our company secretarial or registered office services, please contact us.
FOR FURTHER INFORMATION PLEASE CONTACT: SCOTT KERR
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