Part 12U.K.Company secretaries

Provisions applying to private companies with a secretary and to public companiesU.K.

274Discharge of functions where office vacant or secretary unable to actU.K.

Where in the case of any company the office of secretary is vacant, or there is for any other reason no secretary capable of acting, anything required or authorised to be done by or to the secretary may be done—

(a)by or to an assistant or deputy secretary (if any), or

(b)if there is no assistant or deputy secretary or none capable of acting, by or to any person authorised generally or specifically in that behalf by the directors.

[F1[F2274AAlternative method of record-keepingU.K.

Sections 275 and 276 must be read with sections 279A to 279E (which allow for an alternative method of record-keeping in the case of private companies).]

[F1275Duty to keep register of secretariesU.K.

(1)A company must keep a register of its secretaries.

(2)The register must contain the required particulars (see sections 277 to 279) of the person who is, or persons who are, the secretary or joint secretaries of the company.

(3)The register must be kept available for inspection—

(a)at the company's registered office, or

(b)at a place specified in regulations under section 1136.

(4)The company must give notice to the registrar—

(a)of the place at which the register is kept available for inspection, and

(b)of any change in that place,

unless it has at all times been kept at the company's registered office.

(5)The register must be open to the inspection—

(a)of any member of the company without charge, and

(b)of any other person on payment of such fee as may be prescribed.

(6)If default is made in complying with subsection (1), (2) or (3), or if default is made for 14 days in complying with subsection (4), or if an inspection required under subsection (5) is refused, an offence is committed by—

(a)the company, and

(b)every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(7)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [F3one-tenth of level 5 on the standard scale][F3one-tenth of the greater of £5,000 or level 4 on the standard scale].

(8)In the case of a refusal of inspection of the register, the court may by order compel an immediate inspection of it.]

[F1276Duty to notify registrar of changesU.K.

(1)A company must, within the period of 14 days from—

(a)a person becoming or ceasing to be its secretary or one of its joint secretaries, or

(b)the occurrence of any change in the particulars contained in its register of secretaries,

give notice to the registrar of the change and of the date on which it occurred.

(2)Notice of a person having become secretary, or one of joint secretaries, of the company must be accompanied by a [F4statement by the company that the person has consented] to act in the relevant capacity.

(3)If default is made in complying with this section, an offence is committed by every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding [F5one-tenth of level 5 on the standard scale][F5one-tenth of the greater of £5,000 or level 4 on the standard scale].]

[F1277Particulars of secretaries to be registered: individualsU.K.

(1)A company's register of secretaries must contain the following particulars in the case of an individual—

(a)name and any former name;

(b)address.

(2)For the purposes of this section “name” means a person's Christian name (or other forename) and surname, except that in the case of—

(a)a peer, or

(b)an individual usually known by a title,

the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.

(3)For the purposes of this section a “former name” means a name by which the individual was formerly known for business purposes.

Where a person is or was formerly known by more than one such name, each of them must be stated.

(4)It is not necessary for the register to contain particulars of a former name in the following cases—

(a)in the case of a peer or an individual normally known by a British title, where the name is one by which the person was known previous to the adoption of or succession to the title;

(b)in the case of any person, where the former name—

(i)was changed or disused before the person attained the age of 16 years, or

(ii)has been changed or disused for 20 years or more.

(5)The address required to be stated in the register is a service address.

This may be stated to be “The company's registered office”.]

[F1278Particulars of secretaries to be registered: corporate secretaries and firmsU.K.

(1)A company's register of secretaries must contain the following particulars in the case of a body corporate, or a firm that is a legal person under the law by which it is governed—

(a)corporate or firm name;

(b)registered or principal office;

[F6(c)in the case of a limited company that is a UK-registered company, the registered number;]

(d)in any other case, particulars of—

(i)the legal form of the company or firm and the law by which it is governed, and

(ii)if applicable, the register in which it is entered (including details of the state) and its registration number in that register.

(2)If all the partners in a firm are joint secretaries it is sufficient to state the particulars that would be required if the firm were a legal person and the firm had been appointed secretary.]

[F1279Particulars of secretaries to be registered: power to make regulationsU.K.

(1)The Secretary of State may make provision by regulations amending—

• section 277 (particulars of secretaries to be registered: individuals), or

• section 278 (particulars of secretaries to be registered: corporate secretaries and firms),

so as to add to or remove items from the particulars required to be contained in a company's register of secretaries.

(2)Regulations under this section are subject to affirmative resolution procedure.]]