This page contains information that has appeared on Sandy Adirondack's legal update website for voluntary organisations at www.sandy-a.co.uk/legal.htm. For current updates, including potential changes that are in the pipeline, see the legal update website.

These websites for each chapter update the 2nd edition of The Voluntary Sector Legal Handbook by Sandy Adirondack and James Sinclair Taylor (Directory of Social Change, 2001). The websites are not intended as a comprehensive update and should not be treated as such.

To order a copy of The Voluntary Sector Legal Handbook, print out the order form at www.sandy-a.co.uk/bookserv.htm or send an email order by clicking . It costs £50 for voluntary organisations or £80 for others, plus 10% p&p. We expect the third edition to be published in 2007.

The information here covers the law applicable to England and Wales. It may not apply in Northern Ireland and/or Scotland. These news items are not a full or definitive statement of the law and are not intended as a substitute for professional legal advice. No responsibility for loss occasioned as a result of any person acting or refraining from acting can be taken by the author.

Chapter 12
OFFICERS, COMMITTEES AND SUB-COMMITTEES

Companies Act 2006
COMPANY SECRETARY

Updated 5/4/08. This information is included in s.14.3 in The Russell-Cooke Voluntary Sector Legal Handbook (VSLH3).
From 6 April 2008 private companies (which the vast majority of voluntary sector companies are) no longer have to appoint a company secretary unless the articles say there must be one (but the articles can be amended to remove the requirement) (Companies Act 2006 s.270). The duties of the company secretary still have to be carried out, either by a director or directors or by a person or persons authorised generally or specifically to do so by the directors.

If the articles only refer to a secretary's duties — such as receiving or signing documents — this does not mean that the company has to have a secretary.

Action: If the articles require a secretary, consider whether to remove this requirement. You will then be free not to have a secretary. If the articles do not require a secretary, the company directors can choose whether to have one or not. If an employee is company secretary, advice should be taken before removing this responsibility from the job description, as it is likely to be a variation of contract.

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