• PART 12 PART 12 COMPANY SECRETARIES

    • CHAPTER 1 CHAPTER 1 COMPANY SECRETARIES

      • 287. Private company not required to have secretary

        (1) A private company is not required to have a secretary.
        (2) References in these Regulations 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—
        (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
        (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.

      • 288. Public company required to have secretary

        A public company must have a secretary.

      • 289. Direction requiring public company to appoint secretary

        (1) If it appears to the Registrar that a public company is in breach of section 288 (public company required to have secretary), the Registrar 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—
        (a) what the company must do in order to comply with the direction, and
        (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 288 (public company required to have secretary) it must comply with the direction by—
        (a) making the necessary appointment, and
        (b) giving notice of it under section 293 (duty to notify Registrar of changes),
        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 293 (duty to notify Registrar of changes) before the end of the period specified in the direction.
        (6) If a company fails to comply with a direction under this section, a contravention of these Regulations is committed by—
        (a) the company, and
        (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 who commits the contravention referred to in subsection (6) shall be liable to a level 3 fine.

      • 290. Qualifications of secretaries of public companies

        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 is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.

      • 291. 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.

      • 292. Duty to keep register of secretaries

        (1) A company must keep a register of its secretaries.
        (2) The register must contain the required particulars (see section 294 (particulars of secretaries to be registered: individuals)) of the person who is, or persons who are, the secretary or joint secretaries of the company.
        (3) The register must be kept available for inspection—
        (a) at the company's registered office, or
        (b) at a place specified in rules made by the Board under section 996 (rules about where certain company records to be kept available for inspection).
        (4) The company must give notice to the Registrar—
        (a) of the place at which the register is kept available for inspection, and
        (b) of any change in that place,
        unless it has at all times been kept at the company's registered office.
        (5) The register must be open to the inspection—
        (a) of any member of the company without charge, and
        (b) of any other person on payment of such fee as may be prescribed.
        (6) If default is made in complying with subsection (1) a contravention of these Regulations is committed by—
        (a) the company, and
        (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 who commits the contravention referred to in subsection (6) shall be liable to a level 2 fine.
        (8) If default is made in complying with subsection (3), or if default is made for 14 days in complying with subsection (4), a contravention of these Regulations is committed by—
        (a) the company, and
        (b) every officer of the company who is in default.
        For this purpose a shadow director is treated as an officer of the company.
        (9) A person who commits the contravention referred to in subsection (8) shall be liable to a level 1 fine.
        (10) In the case of a refusal of inspection of the register, the Court may by order compel an immediate inspection of it.

      • 293. Duty to notify Registrar of changes

        (1) A company must, within the period of 14 days from—
        (a) a person becoming or ceasing to be its secretary or one of its joint secretaries, or
        (b) the occurrence of any change in the particulars contained in its register of secretaries,
        give notice to the Registrar of the change and of the date on which it occurred.
        (2) Notice of a person having become secretary, or one of joint secretaries, of the company must be accompanied by a consent by that person to act in the relevant capacity.
        (3) If default is made in complying with subsection (1)(a), a contravention of these Regulations is committed by every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company.
        (4) A person who commits the contravention referred to in subsection (3) shall be liable to a level 2 fine.
        (5) If default is made in complying with subsection (1)(b), a contravention of these Regulations is committed by every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company.
        (6) A person who commits the contravention referred to in subsection (5) shall be liable to a level 1 fine.

      • 294. Particulars of secretaries to be registered: individuals

        (1) A company's register of secretaries must contain the following particulars in the case of an individual—
        (a) name and any former name,
        (b) address.
        (2) For the purposes of this section "name" means a person's forename and family name.
        (3) For the purposes of this section a "former name" means a name by which the individual was formerly known for business purposes.

        Where a person is or was formerly known by more than one such name, each of them must be stated.
        (4) It is not necessary for the register to contain particulars of a former name in the following cases where the former name—
        (a) was changed or disused before the person attained the age of 18 years, or
        (b) has been changed or disused for 20 years or more.
        (5) The address required to be stated in the register is a service address.

        This may be stated to be "The company's registered office".

      • 295. Particulars of secretaries to be registered: corporate secretaries and firms

        (1) A company's register of secretaries must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed—
        (a) corporate or firm name,
        (b) registered or principal office,
        (c) in any other case, particulars of—
        (i) the legal form of the company 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) If all the partners in a firm are joint secretaries it is sufficient to state the particulars that would be required if the firm were a legal person and the firm had been appointed secretary.

      • 296. Acts done by person in dual capacity

        (1) A provision requiring or authorising a thing to be done by or to a director and the secretary of a private company may be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.
        (2) A provision requiring or authorising a thing to be done by or to a director and the secretary of a public 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.