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A Termination Of Company Secretary Letter is a formal document that legally ends the appointment of a company secretary in England and Wales. This letter serves as official notification to the departing secretary and creates a clear record of the termination for your company's statutory books. Under the Companies Act 2006, companies must maintain accurate records of their officers and notify Companies House of any changes within 14 days.

When do you need this document?

You need this letter whenever your company secretary resigns, is dismissed, or their term of appointment expires. Common scenarios include voluntary resignation due to career changes, dismissal for breach of duties or poor performance, retirement, or restructuring that eliminates the secretary role. If your company secretary is also an employee, you'll need to consider employment law requirements alongside corporate law obligations. The letter is also essential when transitioning from a corporate secretary service to an individual appointment, or vice versa.

Key legal considerations

The letter must clearly state the effective date of termination and specify all handover requirements, including company seals, statutory books, share certificates, and digital access credentials. Include provisions for the return of confidential information and company property, as well as ongoing confidentiality obligations under the Data Protection Act 2018. If the secretary is an employee, ensure compliance with notice periods under their employment contract and the Employment Rights Act 1996. Address any outstanding remuneration, expenses, or benefits. The document should also confirm that the secretary will cooperate with any regulatory inquiries and maintain confidentiality about company affairs even after termination.

Legal requirements in England and Wales

Under Section 275 of the Companies Act 2006, you must file Form TM02 with Companies House within 14 days of the secretary's termination, accompanied by the required fee. Your company must update its register of secretaries under Section 276, recording the termination date and circumstances. If this leaves your public company without a secretary, you must appoint a replacement immediately, as public companies are required to have a company secretary. Private companies have no such obligation but may choose to maintain the role. Ensure all corporate documents requiring the secretary's signature are updated, and consider whether board resolutions are needed to formalize the termination and any interim arrangements.