Changing the Secretary of Your Company

Directors of the company have the power to change the secretary of the company after incorporation.

After registering a company with the initial secretary, you might need to change the company secretary and their details for various reasons.

This can easily be done using the EROC login of an existing director of the company. It is important to note that the secretary cannot be changed using the secretary's own EROC login.

Form 20 - Change of Directors/Secretaries and Particulars of Directors and Secretaries

Form 20 is the official document used to make changes to the secretaries of your company.

Form 20 must be filed with the Registrar within 20 working days of the change. If you miss this deadline, penalties will be imposed for late filing.

You can include multiple changes within 20 working days in a single Form 20, clearly stating the dates of changes and attaching the necessary documents.

Methods to Change the Secretary

Resignation of the Secretary

• Obtain a resignation letter from the existing secretary.
• Submit the resignation letter to the Registrar along with:
  • Form 20
  • Form 19 for the new secretary
  • Board Resolution

Note: This method is only possible if you can reach out to the existing secretary.

Removal of the Secretary

• If you cannot reach the existing secretary, you can remove them from their position.
• Pass a Board Resolution to remove the secretary.
• Submit the Board Resolution to the Registrar along with:
  • Form 20
  • Form 19 for the new secretary

Important: Always appoint a new secretary at the same time as the resignation or removal of the existing secretary.

Appointing a New Secretary

A person can only act as a secretary of a company if they meet the following criteria:

1. Age and Citizenship:

• Must be over eighteen years old.
• Must be a citizen of Sri Lanka.

2. Professional Qualifications:

• Must hold a Certificate of Practice as a company secretary.
• Must be an Attorney-at-Law of the Supreme Court of Sri Lanka or a member of one of the following institutes:
• Institute of Chartered Accountants of Sri Lanka.
• Institute of Chartered Corporate Secretaries of Sri Lanka.
• Chartered Institute of Management Accountants of the United Kingdom.
• Institute of Certified Management Accountants of Sri Lanka.
• Chartered Governance Institute of the United Kingdom and Ireland.

Can a Company Act as Your Company Secretary?

Yes, a company incorporated in Sri Lanka can act as your company secretary if it meets these requirements:

• The Articles of Association must state that the company engages in company secretarial practice.
• The majority of shareholders must be Sri Lankan citizens.
• At least one director must hold a Certificate of Practice.

Can a Sole Proprietorship Act as Your Company Secretary?

Yes, a sole proprietorship registered in Sri Lanka can act as your company secretary if it meets these requirements:

• The Business Registration Certificate must state that the sole proprietorship engages in company secretarial practice.
• The sole proprietor must be a Sri Lankan citizen and hold a Certificate of Practice.

Can a Partnership Act as Your Company Secretary?

Yes, a partnership registered in Sri Lanka can act as your company secretary if it meets these requirements:

• The Business Registration Certificate must state that the partnership engages in company secretarial practice.
• Every partner in the partnership must hold a Certificate of Practice.

Disqualified Secretaries

A person cannot act as a secretary of a company if they:

• Have been adjudged by a competent court to be of unsound mind.
• Have been adjudged insolvent or bankrupt without a certificate stating it was due to inevitable losses or misfortune.
• Have been convicted of crimes involving moral turpitude.
• No longer meet the required qualifications.
• Have been removed from the register by the Registrar.

Additionally, a person, a corporate body, a director, or an employee of a corporate body cannot act as a secretary of a company if they also act as the auditor of the same company.

To prepare the forms for new secretaries, you need the following details:

• Full Name (as per NIC, Passport or BR)
• NIC, Passport or Registration Number
• Secretary Registration Number (If any)
• Address and Postal Code
• Contact Number
• Contact Email Address

It’s crucial to use a valid email address because the EROC login will be created for this email address. If the new secretary already has an EROC login, use the same email address to avoid complications.

Finally, file Form 20 within 20 working days with Form 19 and the relevant resolutions.

Other Reasons to Change the Secretary

You may also need to change your secretary if:

• The secretary becomes disqualified.
• The secretary dies.

File Form 20 within 20 working days along with the relevant meeting minutes, resolutions, and other supporting documents.

Changing Details of Existing Secretaries

If you need to update the details of existing secretaries, such as their names, addresses, NIC or Passport numbers, or email addresses, you should file a Form 20 with the supporting documents.

You can edit the secretary’s details in the EROC login and generate Form 20 for this purpose.

Filing Form 20 with the Registrar of Companies

Once you have all the required documents and the signed Form 20, you can pay and submit the forms through EROC.

Form 20 can be signed by any of the existing directors.

Receiving Approval for Form 20 from the Registrar of Companies

You’ll receive an email notification once your Form 20 is approved. A certified copy of Form 20 can be obtained, which is useful for informing banks or any other parties about the changes.

By following these steps, you can smoothly manage changes to your company's secretary and their details, ensuring everything is in line with regulatory requirements.

Tips by Biz Advisor

It is advised to inform the changes to the Department of Inland Revenue, Department of Labour, banks, and any other relevant institutions, and make necessary updates accordingly.