ABSTRACT

Every company is required to appoint a company secretary. The company secretary has been described as the ‘chief administrative officer of the company’ – per Salmon LJ in Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd (1971). A company secretary will be appointed by those who form the company at its inception and details of the appointment must be submitted to the Registrar on Form 10 before a certificate of incorporation will be issued. Thereafter, the company secretary will usually be appointed or removed by the board of directors. Note that a company secretary may also be a director of the company, except where the company has only one director (s 283(2) of the Companies Act 1985).