COURT DETAILS FAREPAK DIRECTORS TRIAL DAY 5 – 30 MAY 2012

http://www.justice.gov.uk/courts/court-lists/list-chancery-judges

COURT 26
Before MR JUSTICE PETER SMITH
Wednesday, 30 May 2012
At 10 o’clock
FOR JUDGMENT
INTERIM HEARINGS LIST
HC12A01404 Quayle v Rothman Pantail & Co
 
 
Not Before half past 10
GENERAL LIST
Part Heard
584 of 2011 In the matter of European Home Retail plc and in the matter of Farepak Food & Gifts Ltd

COMPANY SECRETARY

In response to the various emails enquiring whether directors of companies can become company secretaries if they are disqualified, the facts are as follows.

From 6 April 2008 private limited companies have the right to choose whether or not they wish to have a company secretary.  If they already have a company secretary and wish to dispense with same, they need to inform Companies House.  Any company setting up business after 6 April 2008 can decide whether or not they wish a company secretary.

For the avoidance of doubt, a Public Limited Company MUST have a company secretary.

If a company chooses to have a secretary, the secretary basically deals with administrative procedures leaving the directors to run the company business.  Under the Companies Act 2006 there are no specific duties set down for company secretaries as these will usually be contained in a employment contract.  However, a company secretary, if appointed, will usually undertake the following duties; (1) maintaining the statutory registers which are; (i) the register of members; (ii) the register of directors and secretaries; (iii) the register of directors’ interests; (iv) the register of charges; and (v) for public companies only, the register of interests in shares.  The company secretary again, if appointed, will also be responsible for ensuring statutory forms are filed properly, providing member and auditors with notice of meetings, sending Companies House copies of resolutions and agreements, keeping minutes of directors meetings and general meetings and ensuring that people who are entitled to do so, can inspect company records.

If there is not a company secretary appointed, the aforementioned duties must still be carried out by either a director or someone authorised by a director to do same.

As you can see from the above, a company secretary albeit an important job, is an administrative role.  A disqualified director may become a company secretary but if he/she were found to be acting in anyway in the management of the company, he/she would then be committing a criminal offence and could face a jail period of up to 2 years as well as a fine and further disqualification period.

If anyone requires any further information, please do not hesitate to add your comments below.