Everything You Need to Know About Replacing a Company Secretary in Sri Lanka

A company secretary plays a pivotal role in ensuring the smooth functioning and compliance of a business. If you’re considering changing the company secretary in your Sri Lankan company, this guide will walk you through the process, including the responsibilities of a company secretary, reasons for change, and the necessary documentation.

Who is a Company Secretary?

A company secretary is a key officer responsible for ensuring that a company complies with legal and regulatory requirements. They act as a bridge between the company and regulatory authorities, ensuring that all statutory obligations are met.

Duties of a Company Secretary

The duties of a company secretary in Sri Lanka include:

• Filing annual returns and maintaining statutory registers.
• Communicating changes in the company’s name, address, or directors to the Registrar of Companies.
• Preparing and maintaining minutes of board meetings.
• Ensuring compliance with the Companies Act and the company’s Articles of Association.
• Managing share certificates and registers.
• Advising the board on governance matters and ensuring proper documentation of resolutions.

Fees for a Company Secretary

The fees for a company secretary can vary based on the scope of services provided. Typically, companies pay an annual retainer fee, which may range from LKR 10,000 to LKR 50,000 or more, depending on the complexity of the company’s operations. Additional charges may apply for specific tasks like filing statutory returns or preparing resolutions.

Reasons to Change the Company Secretary

There are several reasons why a company might need to change its secretary:

• Resignation: The current secretary may choose to step down.
• Removal: The company may decide to discontinue the services of the secretary due to non-performance or other reasons.
• Discontinuation: The secretary may no longer meet the qualifications required by law or may cease operations.

Documents Needed to Change the Company Secretary

To change the company secretary, you will need the following documents:

1. Board Resolution: A resolution passed by the board of directors approving the change.
2. Resignation Letter: If the current secretary is resigning, their resignation letter is required.
3. Form 20: This is the official document used to notify the Registrar of Companies about the change in the company secretary.

Steps to Change the Company Secretary

1. Pass a Board Resolution: Convene a board meeting and pass a resolution to remove or accept the resignation of the current secretary and appoint a new one.
2. Prepare Documentation: Collect the resignation letter (if applicable) and complete Form 20 with the details of the outgoing and incoming secretaries.
3. Submit to the Registrar: File Form 20 along with the board resolution and any other required documents with the Registrar of Companies within 20 working days of the change.

Changing a company secretary is a straightforward process if you follow the legal requirements and ensure timely submission of documents. By appointing a qualified and competent secretary, you can ensure the continued compliance and success of your business.