Board Resolution Appointing Corporate Secretary Template for England and Wales

A Board Resolution Appointing Corporate Secretary is a formal document that records your board of directors' decision to appoint a new company secretary. Under England and Wales law, this resolution serves as crucial evidence of the appointment process and ensures your company complies with the Companies Act 2006 requirements.

When do you need this document?

You'll need this resolution when appointing your first company secretary, replacing an existing secretary who has resigned or been removed, or when your private company decides to voluntarily appoint a secretary for enhanced governance. Public companies must use this document as they are legally required to have a company secretary at all times. The resolution is also necessary when restructuring your governance framework or when investors or lenders require formal secretary appointment documentation. Additionally, you'll need this if your existing secretary's appointment was informal and you require proper documentation for regulatory compliance.

Key legal considerations

The resolution must clearly identify the appointee and confirm they meet any qualification requirements, particularly for public companies where the secretary must have relevant professional experience or membership of specified professional bodies. You should include the appointee's full name, address, and any professional qualifications to demonstrate compliance. The document must specify the terms of appointment, including start date, duties, and remuneration arrangements. It's crucial to ensure the board meeting was properly constituted with adequate quorum and that all voting requirements were met. The resolution should authorize designated directors to file the necessary forms with Companies House, typically Form AP03, within the required timeframe. Consider including provisions for the secretary's authority limits and reporting responsibilities to avoid future governance disputes.

Legal requirements in England and Wales

Under the Companies Act 2006, public companies must have a company secretary who meets specific qualification requirements outlined in Section 273, including professional experience or membership of bodies like ICSA or relevant legal or accounting institutes. Private companies are not required to have a secretary but may voluntarily appoint one under Section 270. The appointment must be notified to Companies House within 14 days using Form AP03, and failure to comply can result in criminal penalties. Your Articles of Association may contain specific procedures for secretary appointments that must be followed alongside statutory requirements. The UK Corporate Governance Code provides additional guidance for listed companies regarding the secretary's role in supporting board effectiveness. The appointee must consent to the appointment, and if they're also a director, specific disclosure requirements apply to avoid conflicts of interest.