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LPC- BLP MODULE - COMPANY OFFICERS (DISTINCTION)
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Notes on the various officers within a company and their roles
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BLPOfficers of the company.
the officers of the company are the key persons involved in the running of the company who have
responsibilities and liability for acting on its behalf. They include the company secretary, the
directors, and the managers of the company – section 1173(1) CA 2006.
Section 487(1) also makes it clear that the auditors of the company are officers of the company.
Company Secretary.
A private company is not required to have a company secretary under section 270 CA 2006.
However, in practice many will do so, either because the company was formed before the change in
the law or simply because it ensures there is a dedicated person to deal with the company’s legal
administrative requirements.
The company secretary is an officer of the company by virtue of Section 1121 CA 2006.
It is possible to appoint either a human or a company to act as company secretary. In the case of a
corporate company secretary the secretary will act through a human authorised by that company.
The directors of the company decide exactly what the company secretary’s role and responsibilities
will be. Their functions can vary enormously, but they will usually centre around the administration
of the company. the duties are likely to be influenced by the size of the company and whether or not
the company secretary works for the company full time.
The company secretary has apparent authority on behalf of the company to make contracts
connected with the administrative side of the company’s business.
If appointed when the company is first registered, the first secretary of the company will be named
on the statement of proposed officers on form IN01. The secretary automatically takes office when
the certificate of incorporation is issued.
If any change occurs, the new company secretary will be appointed by the board of directors passing
a board resolution.
Section 276(1)(a) the company must notify the registrar of companies within 14 days of the
appointment of a secretary on FORM AP03 or FORM AP04 for a corporate secretary. The same
applies for a resignation or removal or a secretary – this is achieved on FORM TM02.
Section 275(1) requires every company that has a company secretary to keep a register of its
secretaries which must be kept updated. It must be available for inspection by the shareholders
without charge, if this is not done a criminal offence is committed by the company and every officer
in default.
Directors have the power to remove the company secretary from office at any time. The
consequences of such removal will depend on the terms of contract fixed by the directors at the
time of his appointment but may include compensation for breach of contract or give rise to
statutory employment law claims.
Directors.
Section 154(1) – every private company must have at least one director. The directors manage the
company on a day-to-day basis. They take business decisions and make contracts on the company’s
behalf.
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