Board minutes appointing a new secretary

  • Quick and easy to complete
  • Compliant with the Companies Act 2006 and the model articles of association
  • Customisable for your needs

You can use these board minutes appointing a new secretary as part of your company's internal process. They are for use by companies with the model articles of association.

It is very unlikely that you are legally required to have a company secretary, but you can choose to appoint one if you wish, for example if your business is a reasonable size and has a lot of shareholders.

The most straightforward process for appointing a company secretary is for the directors to pass a board resolution approving the appointment. The resolution should generally be passed at a board meeting, to enable the matter to be discussed and debated. You must ensure that minutes of the meeting are kept. It is an offence not to keep minutes of your board meetings. Use these board minutes as an easy way to avoid problems.

Q&A

  • When should I use this document?

    Use these board minutes as a record of your board's approval of the appointment of a new company secretary. They are ideal for any company that uses the model articles and has more than one director.

    If your company has different articles of association, or has a shareholders' agreement, check them for any particular requirements around getting board approval or appointing a new company secretary. You must do what they say.

    You can find out whether your company has the model articles by checking its entry at Companies House.

  • What does this document cover?

    These board minutes cover all the resolutions you need when approving the appointment of a new company secretary, including:

  • Why do I need this document?

    You need these board minutes appointing a company secretary to record your directors' decisions. They show that you are following the proper process when appointing people to important posts within your company. Also, and importantly, it is a criminal offence to fail to keep board minutes of your meetings, punishable by a fine.

    Keep a copy of these board minutes as a convenient way to comply with your company's legal obligations to keep proper records, and to avoid disputes about the date and terms upon which a secretary was appointed.

  • Where can I find out more?

    For more information about:

    If your directors would prefer to make this decision by a written resolution instead of during a board meeting, you can use Written board resolution appointing a new secretary.

    If your company only has one director, use Sole director resolution appointing a new secretary instead.

    If you do not have a contract, see Letter of appointment for a company secretary.

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