Sole director resolution 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

Use this sole director resolution appointing a new secretary if your company only has one director and uses the model articles of association. When you only have one director it is all too easy for things to happen without proper record keeping, so this resolution will help you with that.

It is unlikely that your company is legally required to have a company secretary, but you are free to choose to appoint one if you wish. They can be a specific appointment, or you could choose to simply add company secretarial duties to the role of an existing employee. This resolution appointing a new secretary will work for either situation.

This resolution is passed when it is signed by your company's director.

Q&A

  • When should I use this document?

    You can use this sole director's resolution to appoint a new company secretary for your business. It is suitable for use if you only have one company director and your company has the default model articles of association. You can check whether your company has the default articles of association by looking at its entry on the Companies House register.

    If you do not have the model articles, or if your shareholders have a shareholders' agreement, you may have to follow a different process to appoint a new secretary. If this applies to your company, read them carefully and follow any requirements in them.

  • What does this document cover?

    This sole director resolution covers the points that your director needs to formally approve to properly appoint a new company secretary, including:

    • approving the chosen candidate;

    • approving their Letter of appointment or contract; and

    • the filing and record-keeping necessary to complete the appointment.

  • Why do I need this document?

    You need this sole director resolution to record the decision made by your director. It can also help you to keep on top of the secretarial work necessary to complete the appointment. There are forms to be filed at Companies House, and changes to be made to your company's register of secretaries. Failure to get your paperwork in order promptly is a criminal offence, punishable by a fine.

    Keep a copy of this sole director resolution 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 further guidance, see Choosing and appointing a company secretary. For details of the process to follow, see How to appoint a new company secretary.

    If your company has more than one director, you should use Board minutes appointing a new secretary (if you want to hold a board meeting), or Written resolution appointing a new secretary if you are happy for your board to approve the decision on paper.

    If you need terms for your new company secretary, see Letter of appointment for a company secretary.

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