Running a company involves more than generating sales and managing daily operations. Every registered company in Sri Lanka must comply with the requirements of the Registrar of Companies (ROC) to remain legally compliant. One of the key officers responsible for ensuring this compliance is the Company Secretary.
However, there are situations where replacing your Company Secretary becomes necessary. Whether your current secretary has resigned, is not fulfilling their responsibilities, or your business requires more professional corporate secretarial support, changing your Company Secretary is a straightforward process when handled correctly.
In this guide, we'll explain why companies change their Company Secretary, when it's necessary, the legal process involved, and how the right Company Secretary can protect your business.
What Is a Company Secretary?
A Company Secretary is a legally recognized officer appointed by a company to ensure that it complies with the provisions of the Companies Act and other regulatory requirements.
The Company Secretary is responsible for:
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Maintaining statutory records.
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Filing Annual Returns with the Registrar of Companies.
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Preparing board resolutions and company resolutions.
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Updating changes relating to directors, shareholders, and registered office addresses.
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Advising directors on corporate governance and legal compliance.
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Ensuring important statutory deadlines are met.
Having a reliable Company Secretary helps your company avoid penalties, legal issues, and unnecessary administrative delays.
Why Should You Change Your Company Secretary?
There are several valid reasons why a company may decide to replace its Company Secretary.
1. The Current Company Secretary Has Resigned
One of the most common reasons is resignation. A Company Secretary may resign due to retirement, career changes, business closure, or personal reasons. In such cases, the company should appoint a new Company Secretary promptly to ensure there is no interruption in statutory compliance.
2. Unsatisfactory Performance
A Company Secretary plays a crucial role in maintaining your company's legal obligations.
If your current Company Secretary:
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Frequently misses deadlines,
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Fails to submit Annual Returns,
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Does not update statutory registers,
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Delays important filings,
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Provides poor communication,
your company may face compliance issues and financial penalties. Replacing the secretary can help restore confidence and improve regulatory compliance.
3. Failure to Meet Legal Requirements
Under Sri Lankan company law, a Company Secretary must meet specific legal qualifications. If the appointed secretary no longer satisfies these requirements or becomes legally ineligible to act as Company Secretary, the company must appoint a qualified replacement.
4. Business Growth Requires Better Corporate Support
As your company expands, your compliance requirements become more complex.
You may require a Company Secretary who can assist with:
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Board meetings
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Corporate restructuring
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Share transfers
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Director appointments
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Company amendments
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Corporate governance advice
Changing to a more experienced corporate secretarial service can support your company's long-term growth.
5. Lack of Communication or Professional Service
Business owners rely on their Company Secretary for timely advice and accurate documentation. If your current secretary is difficult to contact, provides delayed responses, or fails to guide you on important compliance matters, it may be time to switch to a more responsive professional.
Documents Required to Change a Company Secretary
Changing a Company Secretary requires several important documents.
These generally include:
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Board Resolution approving the resignation or removal and appointing the new Company Secretary.
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Resignation Letter from the outgoing Company Secretary (if applicable).
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Form 20, which must be submitted to the Registrar of Companies notifying the appointment of the new Company Secretary.
Preparing these documents accurately is essential for avoiding unnecessary delays.
When Should You Consider Changing Your Company Secretary?
You should consider replacing your Company Secretary if:
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Annual Returns are frequently delayed.
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Company records are outdated.
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Communication is poor
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You are dissatisfied with the quality of service.
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Your company has grown and requires more professional support.
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Your current secretary resigns or ceases operations.
Ignoring these issues can result in unnecessary legal complications and financial penalties.
Final Thoughts
Your Company Secretary plays a critical role in maintaining your company's legal standing and ensuring compliance with the Registrar of Companies in Sri Lanka.
If your current Company Secretary is no longer meeting your company's needs, changing to a qualified and experienced professional can improve efficiency, reduce compliance risks, and provide peace of mind.
Whether your existing secretary has resigned, your company has expanded, or you're simply looking for better corporate secretarial support, making the change at the right time helps protect your business and keeps your company on the path to long-term success.
Need Professional Company Secretary Services?
If you need a reliable Secretarial Services, TalentSpark Consulting is here to help.
Contact us today and let us handle your corporate compliance while you focus on growing your business
