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Hello. I am Ed, a Solicitor qualified in England & Wales with over a decade’s experience in the legal profession advising clients.
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Have you terminated the offending parties' contracts of employment and/or offices as director and secretary with your company?
Is the issue with the Management Agency?
If so, you can terminate their contract by giving notice under the contract.
The Property Ombudsman and The Property Redress Scheme.
There is a state regulator for property management companies in the pipeline but it is not yet establishment.
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There are no specific legal requirements as to the appointment or removal of a Company Secretary. However, although the Financial Reporting Council (“FRC”) suggests in paragraphs 80 and 85 of the FRC Guidance that the appointment and removal of the company secretary should be a matter for the board as a whole and the remuneration of the company secretary should be determined by the remuneration committee: https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code/frc-guidance-for-boards-and-board-committees
The removal of Company Secretaries must be notified to Companies House on Form AP03: https://www.gov.uk/government/publications/appoint-a-secretary-ap03
The decision to terminate the Company Secretary and Managing Agency's appointments should have been made by the directors and recorded in board minutes. If it was put to the shareholders for a vote at a General Meeting then there was nothing wrong with this, but legally, it was not necessary.
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