Board Resolution for Removal of Company Secretary

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Document Overview

A Board Resolution for Removal of Company Secretary is a formal written decision made by the Board of Directors of a company to officially terminate the appointment of its current Company Secretary.

It is documented in writing and entered into the company’s Board Minutes Book.

It states the decision of the Board, the effective date, and authorizes the necessary statutory filings with the Business Registration Service (BRS).

Purpose:

1. The Companies Act, 2015 requires companies that have appointed a secretary (mandatory for public companies) to notify the Registrar (BRS) of any change.
2. Ensures that the company formally records decisions of the Board in relation to officers of the company.
3. Allows for smooth handover, especially when a new secretary is to be appointed.
4. Prevents liability by ensuring the former secretary is no longer considered responsible for statutory filings, records, or compliance issues after removal.

Next Steps After Passing the Resolution:
1. File with the Business Registration Service (BRS)
- Prepare and submit Form CR 9 – Notice of Cessation of Secretary to the Registrar of Companies.
2. Update Statutory Registers
- Amend the company’s Register of Secretaries to record the cessation of the secretary.
3. Ensure the Board Minutes Book contains the resolution and signatures of attending directors.

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Board Resolution for Removal of Company Secretary

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