Defunct Company Secretaries?
Further provisions of the CA 2006 came into force on 6th April, including changes to the requirements regarding company secretaries and the execution of documents by companies.
From 6th April, private companies will no longer be required to have a company secretary, though they may continue to do so if they wish. Public companies are still required to have a company secretary. Existing companies with Articles of Association which expressly require a company secretary, or assume that the company has one by default under the old Companies Act regime, will have to change their Articles if they no longer wish to have a company secretary.
Directors or persons authorised by directors may do anything authorised or required to be done by the secretary if a company chooses to take advantage of these new provisions.
There have also been changes to the formalities around executing documents. The key point to note is that from 6th April, simple contracts or deeds can be executed by a company as follows:
- by the company itself by affixing its common seal (if the company has one);
- on behalf of the company by the director and the company secretary (if there is one, as discussed above) or two directors signing the document; or
- on behalf of the company by one director signing the document in the presence of a witness. This method will obviously be appropriate for any single-director companies without a company secretary.
For further information on these or any other changes to the regulatory framework for companies, please contact Rachael Taylor or Charlotte Baker.
Please note: the contents of the Cumberland Ellis News Bulletin are designed for guidance only and is not intended to be a substitute for detailed legal advice. Consequently, whilst every care is taken to ensure that the information is accurate, we cannot accept responsibility for any liability to any person as a result of any errors or information which is found to be misleading.
