2006 c. 46

Part 12— Company secretaries

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Sections 270–280

Private companies

Section 270— Private company not required to have secretary

1.
A private company is not required to have a secretary.
2.
References in the Companies Acts to a private company “without a secretary” are to a private company that for the time being is taking advantage of the exemption in subsection (1); and references to a private company “with a secretary” shall be construed accordingly.
3.
In the case of a private company without a secretary—
1. (a)
  anything authorised or required to be given or sent to, or served on, the company by being sent to its secretary—
  (i)
  may be given or sent to, or served on, the company itself, and
  (ii)
  if addressed to the secretary shall be treated as addressed to the company; and
2. (b)
  anything else required or authorised to be done by or to the secretary of the company may be done by or to—
  (i)
  a director, or
  (ii)
  a person authorised generally or specifically in that behalf by the directors.

Public companies

Section 271— Public company required to have secretary

A public company must have a secretary.

Section 272— Direction requiring public company to appoint secretary

1.
If it appears to the Secretary of State that a public company is in breach of section 271 (requirement to have secretary), the Secretary of State may give the company a direction under this section.
2.
The direction must state that the company appears to be in breach of that section and specify—
1. (a)
  what the company must do in order to comply with the direction, and
2. (b)
  the period within which it must do so.
That period must be not less than one month or more than three months after the date on which the direction is given.
3.
The direction must also inform the company of the consequences of failing to comply.
4.
Where the company is in breach of section 271 it must comply with the direction by—
1. (a)
  making the necessary appointment, and
2. (b)
  giving notice of it under section 276,
before the end of the period specified in the direction.
5.
If the company has already made the necessary appointment, it must comply with the direction by giving notice of it under section 276 before the end of the period specified in the direction.
6.
If a company fails to comply with a direction under this section, an offence is committed by—
1. (a)
  the company, and
2. (b)
  every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
7.
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of the greater of £5,000 or level 4 on the standard scale.

Section 273— Qualifications of secretaries of public companies

1.
It is the duty of the directors of a public company to take all reasonable steps to secure that the secretary (or each joint secretary) of the company—
1. (a)
  is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company, and
2. (b)
  has one or more of the following qualifications.
2.
The qualifications are—
1. (a)
  that he has held the office of secretary of a public company for at least three of the five years immediately preceding his appointment as secretary;
2. (b)
  that he is a member of any of the bodies specified in subsection (3);
3. (c)
  that he is a barrister, advocate or solicitor called or admitted in any part of the United Kingdom;
4. (d)
  that he is a person who, by virtue of his holding or having held any other position or his being a member of any other body, appears to the directors to be capable of discharging the functions of secretary of the company.
3.
The bodies referred to in subsection (2)(b) are—
1. (a)
  the Institute of Chartered Accountants in England and Wales;
2. (b)
  the Institute of Chartered Accountants of Scotland;
3. (c)
  the Association of Chartered Certified Accountants;
4. (d)
  the Institute of Chartered Accountants in Ireland;
5. (e)
  the Institute of Chartered Secretaries and Administrators;
6. (f)
  the Chartered Institute of Management Accountants;
7. (g)
  the Chartered Institute of Public Finance and Accountancy.

Provisions applying to private companies with a secretary and to public companies

Section 274— Discharge of functions where office vacant or secretary unable to act

Where in the case of any company the office of secretary is vacant, or there is for any other reason no secretary capable of acting, anything required or authorised to be done by or to the secretary may be done—

(a)
by or to an assistant or deputy secretary (if any), or
(b)
if there is no assistant or deputy secretary or none capable of acting, by or to any person authorised generally or specifically in that behalf by the directors.

Section 274A— Alternative method of record-keeping

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Section 275— Duty to keep register of secretaries

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Section 276— Duty to notify registrar of changes

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Section 277— Particulars of secretaries to be registered: individuals

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Section 278— Particulars of secretaries to be registered: corporate secretaries and firms

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Section 279— Particulars of secretaries to be registered: power to make regulations

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Section 279A— Right to make an election

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Section 279B— Effective date of election

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Section 279C— Effect of election on obligations under sections 275 and 276

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Section 279D— Duty to notify registrar of changes

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Section 279E— Withdrawing the election

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Section 279F— Power to extend option to public companies

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Notification of information about secretaries

Section 279G— Duty to notify registrar of change in secretary or joint secretary

1.
A company must give notice to the registrar if a person—
1. (a)
  becomes the secretary or one of the joint secretaries of the company, or
2. (b)
  ceases to be the secretary or one of the joint secretaries of the company.
2.
The notice must specify the date on which the person became or ceased to be the secretary or one of the joint secretaries of the company.
3.
A notice under subsection (1)(a) must contain—
1. (a)
  a statement of the required information about the secretary or joint secretary (see sections 279J and 279K), and
2. (b)
  a statement by the company that the person has consented to act in that capacity.
4.
Subsection (1)(a) does not require a company, on its incorporation, to give notice in relation to a person named as the proposed secretary or one of the proposed joint secretaries of the company in the statement under section 12.
5.
A notice under this section must be given within the period of 14 days beginning with the day on which the person becomes or ceases to be the secretary or a joint secretary.

Section 279H— Duty to notify registrar of changes of information

1.
A company must give notice to the registrar of any change in the required information about the secretary or one of the joint secretaries of the company (see sections 279J and 279K).
2.
The notice must specify the date on which the change occurred.
3.
A notice under this section must be given within the period of 14 days beginning with the day on which the change occurs.

Section 279I— Notification of changes occurring before company’s incorporation

1.
A company must give notice to the registrar if—
1. (a)
  a person named in the statement under section 12 as the proposed secretary of the company did not become the secretary on its incorporation, or
2. (b)
  a person named in the statement under section 12 as one of the proposed joint secretaries of the company become did not become one of the joint secretaries on its incorporation.
2.
A company must give notice to the registrar of any change in the required information about a proposed secretary, or one of the proposed joint secretaries, that occurred—
1. (a)
  after the application for the company’s registration under section 9 was delivered to the registrar, but
2. (b)
  before the company was incorporated.
3.
But a company is not required to give notice under subsection (2) in respect of a person if it gives notice under subsection (1) in respect of the person.
4.
A notice under subsection (2) must specify the date on which the change occurred.
5.
A notice under this section must be given within the period of 14 days beginning with the day on which the company was incorporated.

Section 279J— Required information about a secretary etc: individuals

1.
The required information about a secretary or joint secretary (or proposed secretary or joint secretary) who is an individual is—
1. (a)
  name;
2. (b)
  any relevant former names;
3. (c)
  a service address (which may be stated as “The company’s registered office”).
2.
In subsection (1)(b) “relevant former name” means any former name other than—
1. (a)
  in the case of a peer, or an individual normally known by a British title, the name by which the individual was known previous to the adoption of or succession to the title, or
2. (b)
  in the case of any person—
  (i)
  a former name which was changed or disused before the person attained the age of 16 years,
  (ii)
  a former name which has been changed or disused for 20 years or more, or
  (iii)
  a former name which the registrar is required to refrain from making available for public inspection or from disclosing (or both) by virtue of regulations under section 1088(1)(a) or (b).
3.
In this section— “former name” means a name by which the individual was formerly known for business purposes; “name” means the individual’s forename and surname.
4.
Where a secretary or joint secretary (or proposed secretary or joint secretary) is a peer or an individual usually known by a title, any requirement of this Act to provide the individual’s name because it forms part of the required information may be satisfied by providing that title instead of the individual’s forename and surname.
5.
The Secretary of State may by regulations—
1. (a)
  amend this section so as to change the required information about a secretary or joint secretary (or proposed secretary or joint secretary) who is an individual;
2. (b)
  repeal subsection (4).
6.
Regulations under this section are subject to affirmative resolution procedure.

Section 279K— Required information about a secretary etc: corporate secretaries and firms

1.
The required information about a secretary or joint secretary (or proposed secretary or joint secretary) that is a body corporate, or a firm that is a legal person under the law by which it is governed, is—
1. (a)
  corporate or firm name;
2. (b)
  principal office;
3. (c)
  a service address (which may be stated as “The company’s registered office”);
4. (d)
  in the case of a limited company that is a UK-registered company, the registered number;
5. (e)
  in any other case, particulars of—
  (i)
  the legal form of the body corporate or firm and the law by which it is governed, and
  (ii)
  if applicable, the register in which it is entered (including details of the state) and its registration number in that register.
2.
The Secretary of State may by regulations amend this section so as to change the required information about a secretary or joint secretary (or proposed secretary or joint secretary) of a description mentioned in subsection (1).
3.
Regulations under this section are subject to affirmative resolution procedure.

Section 279L— Firms all of whose partners are joint secretaries

1.
This section applies where—
1. (a)
  all the members in a firm are joint secretaries (or proposed joint secretaries) of a company, and
2. (b)
  the firm is not a legal person under the law by which it is governed.
2.
Any requirement imposed by this Act to provide the required information about the members as joint secretaries (or proposed joint secretaries) may instead be satisfied by providing the information that would be required if the firm were a legal person and the firm had been appointed as secretary.

Section 279M— Secretary or joint secretary: offence of failure to notify of changes

1.
If a company fails, without reasonable excuse, to comply with section 279G, 279H or 279I, an offence is committed by—
1. (a)
  the company, and
2. (b)
  every officer of the company who is in default.
2.
For this purpose a shadow director is treated as an officer of the company.
3.
A person guilty of an offence under this section is liable on summary conviction—
1. (a)
  in England and Wales, to a fine;
2. (b)
  in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

Person acting in dual capacity

Section 280— Acts done by person in dual capacity

A provision requiring or authorising a thing to be done by or to a director and the secretary of a company is not satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.