A Board Resolution Appointing Corporate Secretary is a crucial governance document used when a company needs to formally appoint a new company secretary. Under English and Welsh law, particularly the Companies Act 2006, public companies must have a company secretary, while private companies may choose to appoint one. The resolution records the board's decision, specifies the appointment terms, outlines duties, and ensures proper documentation for Companies House filing. It's essential for maintaining proper corporate governance and compliance with statutory requirements.
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1. Title and Date: Company name, registration number, and date of resolution
2. Present: List of directors present at the meeting
3. Quorum: Confirmation that meeting is properly constituted
4. Resolution: Formal appointment decision including appointee's details
5. Terms of Appointment: Key terms including start date and remuneration
6. Authorization: Authority to file necessary documents with Companies House
1. Termination of Previous Secretary: If replacing existing secretary, include termination details
2. Additional Duties: Any specific responsibilities beyond statutory duties
3. Regulatory Compliance: For listed companies, additional governance requirements
1. Schedule 1: Secretary's Details: Personal information required for Companies House filing
2. Schedule 2: Duties and Responsibilities: Optional detailed list of secretary's duties
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