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Company secretary

Company secretary

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Can a limited company have more than one "company secretary"?

Mark Wallace

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By neileg
12th Sep 2000 13:39

When I was in practice, my firm was secretary of several companies, so any partner could sign as secretary. Don't know the legal justification, off hand, but lots of lawyers, and our PI insurers were quite comfortable with this.

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By Accounting WEB
07th Sep 2000 12:19

Section 283(1) of the Companies Act 1985 states, "..every company shall have a secretary..". Not very helpful! But, Section 286 of the same Act, in the context of the qualifications of a Company Secretary appointed to act for a public company goes on to state, "...It is the duty of directors of a public company to take all reasonable steps to secure that the secretary (OR EACH JOINT SECRETARY) of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary...."

So the answer to your question appears to be YES, a limited company may have more than one secretary.

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By gbms
07th Sep 2000 14:31

More than one is allowed
In the past I've prepared the accounts of companies with more than one company secretary.

I recall one case that I dealt with of two married couples going into business together in a company, with the two husbands being the directors and the two wives being the company secretaries.

Where there are joint secretaries then Companies Act 1985, s 290 requires their details to be included in the register of directors and secretaries, and also notified to Companies House (form 288a (PDF format)). Their authority is joint and all acts should be done together (e.g. signing forms etc.). If the company prefers the two secretaries to act jointly and severally then this needs to be expressed either in the company's articles or recorded in the board minute appointing them.

You can also have an assistant or deputy secretary. CA 1985, s 283(3) provides for this and says:

"Anything required or authorised to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary."

Unless the articles state otherwise, an assistant or deputy secretary can be appointed or removed in the same was an the secretary, although such actions need not be notified to Companies House. The articles may actually delegate the power to appoint an assistant or deputy to the secretary.

NOTE: Other company forms can be downloaded from the Companies House website from a Forms online section.

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