Resignation of a Company Secretary

The Company Secretary plays a vital role in the management team of organizations, whether they are private companies, public companies, or non-governmental organizations. Responsible for compliance and legal matters, they oversee the company’s adherence to the Companies Act provisions. A Company Secretary may be removed from office for reasons such as breach of duties, conflict of interest, misconduct, incompetence, termination by the company, or resignation. This article provides an overview of the Company Secretary’s role, the resignation process, and the necessary forms.

Who is a Company Secretary?

Operating at a high managerial level, the Company Secretary ensures the company’s smooth operation and legal compliance. With expertise in governance, company law, and corporate secretarial practices, they provide critical advice to the board, supporting the chairman, CEO, and non-executive directors. Company Secretaries work across various organizations, including commercial enterprises, government bodies, and non-profits, either independently or within professional service firms.

Roles of the Company Secretary include:

  1. Reporting compliance status to the Board
  2. Organizing meetings
  3. Acting as the Company’s representative
  4. Ensuring legal compliance
  5. Advising on corporate governance
  6. Managing company affairs

Resignation Formalities

  1. Resignation Letter: The Company Secretary submits a resignation letter to the Board, giving one month’s notice or less. The letter should outline reasons for resignation and specify the last day of work.
  2. Board Resolution: The Board holds a meeting to pass a resolution confirming acceptance of the resignation, documented in board minutes.
  3. Handover Report: A comprehensive report detailing ongoing projects, tasks, and responsibilities is prepared for the incoming Company Secretary. All company possessions, including files and documents are returned.

Required Forms for Resignation

As per the Companies Act, 2015, the Company Secretary holds a pivotal position, ensuring legal and regulatory compliance. In case of resignation, specific forms mandated by the Act need to be completed and lodged with the Registrar of Companies. These include:

  • CR 13: Notice of Cessation of Office of the Secretary
  • Extract from Directors’ Meeting Minutes noting the resignation
  • Resignation letter of the Company Secretary.

4 Comments

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