Quick answer
To change company secretary, the board appoints the new secretary by resolution (Companies Act 2016, s.236), the outgoing secretary resigns (s.237), and SSM is notified within 14 days (s.58). The company must never be without a secretary for more than 30 days. We handle the paperwork and collect your statutory records from the previous secretary.
Last reviewed： · Reviewed by：ONEKEY BIZ compliance team
01
Overview
Companies change secretary when service is slow, fees are unclear, or they want one firm to handle secretarial, licences and visas together. The switch is a statutory change, not just a new invoice.
The board passes a resolution appointing the new secretary under Section 236, the outgoing secretary resigns by notice under Section 237, and the change is lodged with SSM within 14 days under Section 58. Because the company may not be without a secretary for more than 30 days, the appointment and resignation are timed together.
The part owners underestimate is the records. Your statutory registers, past resolutions, share certificates and the company seal (if any) sit with the old secretary. We request the handover formally, check what arrives against SSM's record, and tell you immediately if anything is missing or unlodged.
Who needs this
- Companies dissatisfied with their current secretary
- Companies consolidating services with one provider
- Companies whose previous secretary has ceased practice
- New owners of an acquired company
02
Documents you need to prepare
Company
- SSM company profile
- Board resolution appointing us (we draft it)
From the outgoing secretary
- Resignation letter (we prepare the template)
- Statutory registers, minute book and past resolutions
- Share certificates book and company seal, if any
- Outstanding fees owed to the previous secretary are between you and them; settling them early avoids handover delays.
- If records cannot be recovered, we rebuild the registers from SSM records and flag gaps.
03
How to get it done with ONEKEY BIZ
- 1Record review Day 1
We check your SSM profile and identify outstanding filings.
- 2Resolution & resignation Day 1–2
We prepare the appointment resolution and resignation letter.
- 3Sign Day 2–5
Directors sign; the outgoing secretary signs the resignation.
- 4SSM notification Day 5–7
We lodge the change within 14 days.
- 5Handover Day 7–10
We collect and reconcile your records.
You do
- Sign the appointment resolution
- Ask the outgoing secretary to cooperate with the handover
We do
- Draft the resolution and resignation letter
- Lodge with SSM
- Collect and reconcile your records
- Flag and fix anything unlodged
04
What you receive
Proof we are recorded as your company secretary.
The documents effecting the change.
What was received from the previous secretary, and any gaps.
Registers checked against SSM's record.
Official sources
Frequently asked questions
Do we need the old secretary's permission?
No. The board appoints the secretary; the outgoing secretary is asked to resign and hand over records.
What if the old secretary will not hand over records?
We request them formally and, if needed, rebuild the registers from SSM records.
Is there a gap without a secretary?
No. We time the appointment and resignation together.