Removing a company secretary from a UK limited company is usually a straightforward process, but it should be handled as a formal corporate change rather than simply deleting someone's name from the Companies House register. For most private limited companies, having a company secretary is optional unless the company's articles of association require one. This means that a business can often terminate its secretary's appointment without immediately appointing a replacement. However, the company should first check its articles and make sure the decision has been properly authorised.

Once the appointment has ended, the company must notify Companies House. The standard filing is form TM02 Termination of appointment of secretary, and changes involving company secretaries generally need to be reported within 14 days. This guide explains how the process works, when shareholder approval may be relevant, what information you need, what happens if you do not appoint a replacement and the practical steps to take after the secretary leaves.

What Does It Mean to Remove a Company Secretary?

Removing a company secretary means formally ending that person's appointment as an officer of the company. The secretary could be:

• An individual appointed as company secretary
• A corporate body or professional firm acting as secretary
• A founder or director who has also been appointed secretary, where legally permitted

Termination of the appointment does not mean the company itself is closed or dissolved. It simply changes the company's officers. The company's records at Companies House should therefore show the correct position after the secretary's departure. For example, if ABC Trading Ltd has two directors and one company secretary, and the secretary resigns on 10 September, the company should formally record the termination and notify Companies House. If the company does not require a secretary, it can generally continue operating with its directors.

Does a UK Private Limited Company Need a Company Secretary?

Usually, no. A private limited company generally does not have to appoint a company secretary unless its articles of association require one. This is one of the most important points to establish before removing a secretary.

If your company voluntarily appointed a secretary but its articles do not require one, you may be able to terminate the appointment and operate without a secretary. However, if the articles require the company to have a secretary, removing the existing secretary creates a governance issue that needs to be addressed.

Public companies are different

A public limited company has different requirements concerning its company secretary, including qualification requirements. A business should therefore not assume that rules for a small private limited company automatically apply to a PLC. If the company is a PLC or has unusual constitutional arrangements, professional legal or company secretarial advice may be appropriate.

Why Do Companies Remove Their Secretaries?

There are several common reasons for terminating a company secretary's appointment.

The company no longer needs a secretary

A small private company may initially appoint a secretary for administrative convenience and later decide that the directors can manage the company's requirements themselves.

The secretary resigns

The secretary may leave the business, retire or stop providing company secretarial services.

The company changes service providers

A business may move from one professional company secretarial provider to another.

The company restructures

A growing business may centralise its corporate administration or introduce a different governance structure.

The secretary's responsibilities are changing

Sometimes the company needs a different type of governance support as it grows, particularly after investment or changes in ownership. The reason for the termination should be documented internally, particularly where the departure involves a disagreement or contractual issue.

Before Removing a Company Secretary: What Should You Check?

Do not start with the Companies House form. Start with the company's own records.

1. Check the articles of association

Review the company's articles to establish whether a secretary is mandatory and whether there are specific rules governing their appointment or removal. This matters because the Companies House filing records the company's decision; it does not replace the company's internal governance requirements. If the company needs shareholder approval or another formal corporate decision, that should be completed before or alongside the filing.

2. Check whether the secretary is an individual or corporate entity

The termination filing covers both individual and corporate secretaries. The information on the Companies House register should match the appointment being terminated.

3. Review the secretary's contract

If the secretary is an employee, consultant or external service provider, check the relevant agreement. Companies House termination and contractual termination are separate matters. For example, submitting TM02 does not automatically settle:

• Notice periods
• Outstanding fees
• Employment rights
• Consultancy agreements
• Confidentiality obligations
• Handover requirements

These should be dealt with separately.

How to Remove a Company Secretary: Step-by-Step

Step 1: Decide to terminate the appointment

The company should make a formal decision to end the secretary's appointment. The appropriate method depends on the company's articles, the nature of the secretary's appointment and the circumstances. For a straightforward private company, this may be documented through a board decision or written resolution where appropriate. The company should retain evidence of the decision with its corporate records.

Example

Suppose Brightway Consulting Ltd has two directors and an external company secretary. The directors decide that they no longer require a secretary. They review the articles, confirm that a secretary is not mandatory, agree to terminate the appointment and record that decision. They can then proceed with the Companies House filing.

Step 2: Confirm the effective termination date

The company needs to establish the date on which the secretary's appointment ends. This date is important because it is reported to Companies House. The current TM02 filing specifically requires the date of termination of the appointment. Avoid choosing a date simply because it is convenient for the filing. The date should reflect the actual corporate decision or agreed resignation.

Step 3: Complete Form TM02

The official form used to terminate a company secretary's appointment is TM02 – Termination of appointment of secretary. Companies House states that TM02 can be used to terminate the appointment of either an individual or corporate secretary. The filing requires information including:

• Company number
• Company name
• Secretary's current registered details
• Termination date
• Details of the person authorised to submit the filing

The current TM02 form also makes clear that only one secretary appointment can be terminated per form.

Step 4: File TM02 with Companies House

Companies House provides an online filing route for terminating a secretary's appointment. The online route is generally preferable because it is designed to update the company's information quickly. Companies House also provides a paper TM02 form, although online filing is the normal route where available. The filing itself does not normally involve a Companies House fee. Companies House's filing guidance lists TM02 as the form for terminating a company secretary.

Step 5: Meet the 14-Day Deadline

Companies must notify Companies House within 14 days when a company secretary's appointment ends. This is an important compliance deadline. Do not confuse the date you submit TM02 with the date the secretary's appointment ended. For example:

• Secretary's appointment ends: 1 October
• Companies House notification deadline: generally within 14 days of the change

A sensible internal practice is to file as soon as the change has been properly authorised rather than waiting until the final day.

What Information Do You Need for TM02?

The filing is relatively short, but accuracy matters. You should have:

1. The company's registered name
2. The company registration number
3. The secretary's current details as shown on the Companies House register
4. The date their appointment terminates
5. Details of the person authorised to submit the filing

The current TM02 form states that the secretary's details should correspond with the current appointment information held on the public register. This is particularly important where the secretary has previously changed their name or corporate details.

Can You Remove a Company Secretary Without Replacing Them?

For most private limited companies, yes provided the company is not required by its articles or other applicable rules to have a secretary. This is often the simplest outcome for small businesses.

Example

Imagine a UK private limited company with:

• One director
• Three shareholders
• One company secretary

The company's articles do not require a secretary. If the secretary resigns, the company does not necessarily need to appoint another person. The director can continue managing the company, subject to the company's legal obligations. However, the directors should first confirm that there is no constitutional requirement to maintain a secretary.

What If the Articles Require a Secretary?

This situation needs more care. If the company's articles require a secretary, simply submitting TM02 could leave the company without an officer it is required to have. The company may need to appoint a replacement secretary. This is one reason checking the articles before submitting TM02 is important.

If the company's constitutional documents need to be changed, shareholder approval may be required. Companies House guidance explains that changes to articles generally require shareholder agreement and that relevant resolutions and amended articles must be delivered within the applicable deadlines. If you are unsure whether the articles require a secretary, check the company's incorporation documents or obtain professional advice before making the change.

Does Removing a Secretary Require Shareholder Approval?

Not necessarily. Whether shareholder approval is required depends on the company's articles, the circumstances of the appointment and any relevant agreements. This is different from certain corporate decisions where legislation specifically requires shareholders to approve the change.

The safest approach is to establish who has authority to terminate the appointment under the company's constitutional documents before filing TM02. If the secretary is being removed as part of a dispute, shareholder disagreement or wider restructuring, the situation may require legal advice rather than a simple administrative filing.

What Happens After TM02 Is Filed?

Once Companies House processes the filing, the public record should show that the secretary's appointment has ended. The company should then update its own records.

Post-filing checklist

• Confirm Companies House reflects the termination
• Update the company's register of secretaries
• Keep the termination decision with the company's records
• Update internal contact lists
• Reassign company secretarial responsibilities
• Review upcoming Companies House deadlines
• Confirm who has access to corporate records
• Notify relevant accountants, lawyers or professional advisers
• Arrange a handover of company documents and information

This last stage is frequently overlooked. Removing the secretary is not the same as transferring the work the secretary was doing.

Who Takes Over the Secretary's Responsibilities?

If the company continues without a secretary, the directors need to make alternative arrangements for corporate administration. Depending on the business, responsibilities might include:

• Monitoring Companies House deadlines
• Preparing confirmation statement information
• Maintaining statutory records
• Recording board decisions
• Maintaining shareholder documentation
• Coordinating corporate filings
• Keeping track of director and PSC information
• Organising company documentation

The directors remain responsible for ensuring that the company complies with its obligations. Appointing a secretary does not eliminate directors' responsibilities, and removing one certainly does not. Companies House requires companies to keep information about directors and company secretaries accurate and to report relevant changes within the prescribed deadlines.

Removing a Professional Company Secretary

The process is similar if the secretary is an external corporate services provider. However, there is an additional practical issue: handover. Before terminating the relationship, make sure the company receives or has access to:

• Statutory registers
• Board minutes
• Shareholder resolutions
• Companies House filing records
• Corporate certificates
• Share information
• PSC records
• Filing calendars
• Relevant correspondence

Do not assume that terminating a service contract automatically gives the company everything it needs. A written handover checklist can prevent problems months later, especially if the business is preparing for investment, an acquisition or due diligence.

What If the Company Secretary Has Resigned?

A resignation is different from a forced removal, but the Companies House process is broadly focused on the same outcome: ending the secretary's appointment on the public register. The company should record the resignation and its effective date, then notify Companies House using TM02.

Companies House specifically lists the ending of an existing company secretary's appointment among changes that must be reported within 14 days. Where the resignation is disputed, for example, because there is disagreement over the effective date, the company should resolve the underlying issue before submitting an inaccurate filing.

What If the Company Secretary Refuses to Leave?

This is where the situation can move beyond routine Companies House administration. If the secretary disputes the termination, the company should not simply submit whatever information produces the desired result. The company needs to establish:

• Whether it has authority to terminate the appointment
• What the articles say
• What contractual arrangements exist
• Whether shareholder approval is required
• The correct termination date
• Whether there is an employment or commercial dispute

A Companies House filing records corporate information; it does not necessarily resolve an underlying legal dispute. For contested removals, particularly where there are shareholder or contractual issues, professional legal advice is sensible.

TM02 vs Other Companies House Forms

One common mistake is using the wrong form.

Companies House's online filing guidance confirms these forms and their respective purposes. In particular, TM02 is not the form for removing a director. A director's appointment is terminated using TM01.

What About an Overseas Company?

If you are dealing with a secretary of an overseas company registered in the UK, the process is different. Companies House provides OS TM02 specifically for terminating the appointment of a secretary of an overseas company. Therefore, do not automatically use the standard TM02 if the entity is an overseas company rather than an ordinary UK incorporated limited company.

Common Mistakes to Avoid

Filing TM02 without checking the articles

A private company may not need a secretary, but its articles could say otherwise.

Using the wrong termination date

The date should reflect when the appointment actually ended.

Missing the 14-day deadline

Companies House requires secretary changes to be reported within 14 days.

Confusing a secretary with a director

A secretary is a separate corporate officer. Removing one does not remove the other.

Forgetting internal records

Companies House is only part of the compliance picture. The company's own records should also be updated.

Losing access to corporate documents

This is especially risky when the outgoing secretary is an external provider.

Assuming the directors have no further responsibilities

Removing a secretary does not remove the directors' responsibility for ensuring that the company meets its legal obligations.

A Practical Removal Checklist

Before considering the process complete, confirm that you have:

• Reviewed the company's articles
• Confirmed whether a secretary is still required
• Established the correct termination date
• Reviewed any employment or service agreement
• Properly authorised the termination
• Completed TM02
• Filed TM02 with Companies House
• Filed within 14 days
• Confirmed the Companies House record has been updated
• Updated the company's internal records
• Retrieved corporate documents from the outgoing secretary
• Reassigned ongoing company secretarial responsibilities
• Considered whether a replacement secretary is needed

Frequently Asked Questions

Can I remove a company secretary from Companies House online?

Yes. Companies House provides an online service for terminating a company secretary's appointment, using the TM02 process.

What form do I use to remove a company secretary?

Use TM02 – Termination of appointment of secretary for an individual or corporate secretary of a standard UK company.

How long do I have to remove a company secretary from Companies House?

The company generally has 14 days to notify Companies House when a secretary's appointment ends.

Does removing a company secretary cost anything?

Companies House lists TM02 as a no-fee filing.

Does a private limited company need to appoint another secretary?

Not necessarily. Most private limited companies do not have to maintain a secretary unless their articles require one.

Can a director remove a company secretary?

The answer depends on the company's articles and the circumstances of the appointment. The director should ensure the termination has been properly authorised before submitting TM02.

Can a company secretary resign?

Yes. A secretary can leave their appointment, and the company must notify Companies House that the appointment has ended.

What happens if I forget to file TM02?

The Companies House register may remain inaccurate, and the company will have failed to meet the requirement to report the change within the prescribed period. The filing should be made as soon as possible.

Do I need a replacement company secretary?

Only if the company is required to have one. For many private limited companies, there is no obligation to appoint a replacement.

Is removing a company secretary the same as removing a director?

No. They are different corporate roles and use different Companies House filings. TM02 is for a secretary; TM01 is for terminating a director's appointment.

Conclusion

Removing a company secretary is usually a simple Companies House procedure, but the filing should be the final step in a properly managed corporate decision, not the first. For most private limited companies, the key question is whether the business actually needs a replacement. If the company's articles do not require a secretary, the directors can often continue without one. If a secretary is required, however, the company should arrange a replacement or address its constitutional requirements before leaving the position vacant.

The practical process is clear: check the articles, confirm the termination, authorise the decision, complete TM02, notify Companies House within 14 days and update the company's internal records. For founders, particularly those running UK companies from overseas, the most important lesson is to think beyond the Companies House filing. A departing secretary may hold important corporate records, filing calendars and governance information. A proper handover can be just as important as submitting the form.

Companies House should reflect what has actually happened inside the company. Keeping both the public register and the company's own records accurate is the foundation of good corporate administration.