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 the law of England and Wales, this resolution is the signed evidence of the appointment process and helps your company stay compliant with the Companies Act 2006. It captures who is being appointed, when their appointment starts, and the terms of the role, and it feeds the internal statutory records and the Companies House filing that follows.

What does this board resolution do?

The resolution converts a board discussion into a documented decision. It names the appointee, confirms the effective date, sets out their core responsibilities, and authorises a director to notify Companies House. Once signed and dated, it sits in the company's minute book as proof that the appointment was properly made, which matters when a lender, investor, or auditor asks to see how the change was approved.

When do you need this document?

Use this resolution when you are:

• Appointing a first secretary for a newly formed company.
• Replacing an existing officer who has resigned or been removed.
• Voluntarily strengthening governance in a private company.
• Meeting the obligation on a public company to have a secretary in post at all times.
• Giving investors, lenders, or auditors the formal appointment documentation they ask for during due diligence or a financial review.
• Recording an appointment in the way a shareholder agreement requires.

If your current officer was appointed informally, this document gives you the proper paperwork for regulatory compliance.

What details should the resolution include?

A complete resolution covers the following:

• The appointee's full name and address, and, where the appointee is an individual rather than a corporate body, their residential and service (contact) address for the statutory register and the Companies House filing.
• The effective date of appointment and the duties the role will hold.
• For a public company, confirmation that the appointee meets the qualification conditions, such as relevant professional experience or membership of a recognised legal or accountancy body.
• The terms of appointment, including any remuneration or service arrangements.
• Confirmation that the board meeting was properly constituted with a quorum and that voting thresholds were met.
• Authority for a named director to file Form AP03 with Companies House and to update the company's statutory register.

Setting out the officer's authority limits and reporting lines in the resolution helps avoid later governance disputes within the business.

How long do you have to file the appointment?

Under the Companies Act 2006, the appointment must be notified to Companies House within 14 days using Form AP03, and the statutory register updated. Missing this deadline can lead to penalties, so many boards complete the filing at the same time as signing the resolution. Your Articles of Association may add procedures that run alongside the statutory requirement, so it is worth checking them before the board meets.

What is the difference between a company secretary and a director?

The two roles sit at different points of company governance. The table below sets out how they compare.

A person can hold both roles, though a public company cannot rely on a sole director also acting as the only secretary. If you are also bringing a new director onto the board, a separate board resolution handles that appointment; this template covers the secretary role alone.

Does this template work outside the United Kingdom?

This resolution is drafted for the law of England and Wales and the Companies Act 2006. Company secretary rules differ across jurisdictions. Ireland, for example, has its own Companies Act and filing requirements with the Companies Registration Office, and the position of the secretary, including tax and annual account and report obligations, varies in countries such as Australia, Austria, Finland, France, Sweden and Switzerland. If your company is incorporated elsewhere, use documentation written for that jurisdiction.

How do you use this template?

Download the document, fill in the appointee and company details, and have the board approve and sign it. Keep the signed copy with your governance records and file Form AP03 within the 14-day window. If you are also updating other governance paperwork, our shareholder agreement and board minutes template help keep the wider record consistent, and you can view the full range in our template library.

Legal requirements in England and Wales

Public companies must have a secretary who meets the qualification conditions in Section 273, including professional experience or membership of bodies such as a legal or accountancy institute. Private companies are not obliged to appoint one but may do so under Section 270. The appointee must consent to the role, and if they are also a director, disclosure rules apply to manage conflicts of interest. The UK Corporate Governance Code gives listed companies further guidance on the secretary's part in supporting the board.