Must a company have a company secretary?

Yes. CA 1985, sec283 (1) provides that every company shall have a secretary.

(2) A sole director shall not also be secretary.

(4) No company shall -
(a) have as secretary to the company a corporation the sole director of which is a sole director of the company;
(b) have as sole director of the company a corporation the sole director of which is secretary to the company.

So, even after the Companies (Single Member Private Limited Companies) Regulations SI 1992/1699 brought in the single member company, it is still necessary to have a secretary, and if the company has only one director, that person cannot be the secretary. On the other hand, corporate secretaries are permitted.

Note also the following regulations about the qualification of the secretary of a public company:

sec286 (1) It is the duty of the directors of a public company to take all reasonable steps to secure that the secretary is a person who appears to have the requisite knowledge and experience to discharge the functions of secretary and who-

(a) on 22.12.80 held the held the office of secretary or assistant or deputy secretary of the company; or

(b) for at least 3 of the 5 years immediately preceding his appointment as secretary held the office of secretary of a company other than a private company; or

Institute of Chartered Accountants (of England and Wales, Scotland or Ireland)

Chartered Association of Certified Accountants

Institute of Chartered Secretaries and Administrators

Institute of Cost and Management Accountants

Chartered Institute of Public Finance and Accountancy.

(d) is a barrister, advocate or solicitor called or admitted in any part of the UK; or

(e) is a person who, by virtue of his holding or having held any other position or his being a member of any other body, appears to the directors to be capable of discharging those functions.

The first secretary is named on the form 10 when a new company is formed (CA 1985, sec13(5)). Subsequent secretaries are appointed in accordance with the articles.

Table A, article 99 provides: Subject to the provisions of the Act, the secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.