The company secretary role

Your Company Secretary Is Selling Up. What Now?

Quick summary

This is the single most common way a self-managed building drifts into trouble. The person leaving is usually carrying the registered office address, the registered email, the Companies House login, the share transfer that is about to happen, and possibly a directorship as well. Move all of it before completion, not after, because goodwill and responsiveness both drop sharply once someone has moved.

Nobody sabotages their building on the way out. What happens is far more ordinary: they move, the post keeps arriving at their old flat, the new owner bins it, and eighteen months later somebody discovers a strike-off notice in the Gazette. Every warning worked exactly as designed. It was just pointed at the wrong doormat.

The five things to move

  1. The registered office address. If it is their flat, change it now. This is the address Companies House sends every warning to, including the letters that precede strike-off. Getting this wrong is how buildings lose the entire early-warning window without knowing it existed.
  2. The registered email address. Mandatory since the 2023 reforms, and it needs to be an inbox somebody actually reads. A shared board address beats any individual's personal email, precisely because of situations like this one.
  3. The secretary appointment itself. File the termination (TM02) within 14 days, and appoint a replacement (AP03) if you are keeping the role. Full walkthrough here.
  4. Their directorship, if they have one. Separate role, separate filing (TM01), separate 14-day clock. Selling the flat does not remove them from the board automatically, and a company listing a director who moved away three years ago is a problem at the next sale.
  5. The share. They own a share in the freehold company and it needs to transfer to the buyer, with a stock transfer form (J30) and an updated member register. This is company business, not the conveyancing solicitors' job, and it is where completions stall. See transferring a share when a flat is sold.

And the things that are not filings

  • The Companies House authentication code. Whoever picks up the role needs access.
  • Documents. Insurance certificates, AGM minutes, the lease pack, correspondence with the managing agent. If these live in one person's email, they leave with that person.
  • Institutional memory. Which contractor was any good, what was agreed about the roof, why the bins are like that. Not filings, but worth an hour's conversation before they go.

Do it before completion

The window where this is easy is while they still live there and still care. After completion you are asking a stranger in a different city to dig out a document for a building they no longer own a piece of. Some do. Many take weeks. A few stop replying, and then you are into the genuinely awkward territory of a shareholder who will not sign.

The underlying fix

The reason this is a crisis rather than an administrative chore is that one person was holding everything. A building where three people have access to the filings, the documents and the deadlines does not have a crisis when one of them moves. It has a Tuesday.

Our data on this is fairly stark: companies under an active strike-off notice averaged 1.82 directors, against roughly three everywhere else. Small boards do not fail because the people are careless. They fail because there is no slack, and moving house is exactly the kind of thing that consumes slack.

Before you go, there is a longer list than most people expect: handing the company over to the next board. And if the question is who takes it on, who can be company secretary of your building's company narrows it down.

This is one part of our full guide to the company secretary of a share of freehold company, which covers the whole role end to end.

Frequently asked questions

Does selling the flat automatically remove them as a director or secretary?

No. Both are separate appointments that need their own filings within 14 days. This catches out almost everybody.

What if they have already moved and stopped responding?

The company can file the terminations without their cooperation, based on the board's decision and the effective date. The share transfer is harder if they will not sign, and that has its own routes.

Can the registered office be a flat at all?

Yes, provided it is an address where documents can be delivered and acknowledged. The problem is not that it is a flat, it is that flats change hands. A more stable address, or at least a prompt update when it changes, avoids the whole failure mode.

How quickly does this become a real problem?

Slowly, then suddenly. Missed filings sit quietly for months before Companies House escalates, which is why buildings usually discover it long after the trail went cold. See what happens once a confirmation statement goes overdue.

FreeholdMate isn't a firm of solicitors or chartered accountants, and nothing on this page is legal or financial advice. Where something depends on your building's specific circumstances, check with a solicitor or accountant.