Company Secretary in Director buyout

[shygal1234]

The management team of my company are buying out the current directors to become directors.

I am company secretary and I am now being told that I must resign on takeover.

Is this a legal thing or just a condition that they would like and am I obliged to resign or can I stand my ground and stay as company secretary legally?

Any help would be greatfully received.

Thanks

[Peter Bowen]

I'm not an expert in labour law but it sound like a case of unfair dismissal to me.

Suggest that you get someone on your side for this one

Good luck and keep us posted

Cheers

Pete

[Joyous]

This will depend very much on whether or not you have a contract of employment. Company secretaries are officers of a company but not always employees. If you are an employee then I'd agree that it does sound like unfair dismissal and I'd certainly seek advice.

Good luck.

Joy

[bwglaw]

I concur with Joyous entirely.

[shygal1234]

I think I have confused some people by my wording of my initial post.

I will be kept on as an employee of the business as they have to do I have been told that I have to resign as company secretary and this is what I am unhappy about. (We are a small company) I have been told today that if I don't resign as company secretary then they will just vote me out.

What would my options be if I didn't want to transfer to be an employee the new ownership of the company?

Thanks

[bwglaw]

What evidence can you tender to collaborate the fact that you are an employee?

[shygal1234]

I get paid a salary? I don't really know what else to say. I've never had a contract of employment, but have worked there for 7 years, dealing with admin and responsible for the finances, plus all the extras e.g. filing annual returns etc, with only a couple of months initially not as company secretary. Since then my job title has been company secretary.

I was told today that I don't have a choice and that the directors will simply vote me off if I don't want to resign.

I'm not sure if I want to continue my employment one this transfer is made - especially now.

What options do you think I may have?

Thanks for your help.

[shygal1234]

Re-phrase the contract bit, I have one, but there isn't a copy with the company and it isn't signed by anyone else.

Thanks

[Robbo]

Q & A from Companies House Website

1. Does every company need a secretary?

Yes. Section 283(1) of the Act says every company must have a secretary. Section 283(2) states that a sole director cannot also be the secretary.

2. Does a company secretary need any qualifications?

The company secretary of a public limited company needs to be qualified as explained below. The company secretary of a private limited company needs no formal qualifications.

3. What are the duties of a company secretary?

They are not specified by the Act, but are usually contained in an employment contract.

The secretary is appointed by the directors and may be removed by them.
Removal of a company secretary can be made by written resolution signed by directors.


Hope this helps

[bwglaw]

It is irrelevant whether the written contract was signed or not. You were paid a salary and presumably you were required to work a set number of hours. What Robbo has stated, only applies to Company Secretaries who are not employed by the Company.

Given that you have worked there for 7 years as an employee, if dismissed you will have a claim for unfair dismissal. The fact that the Directors, as employers are asking you to resign, is in itself, unlawful.

In any event, do not resign. We can assist with a claim if you are dismissed, or if you would like further advice please email us at the email address below

Jonathan