Part 12

Company secretaries

Public companies

Direction requiring public company to appoint secretary
272
1
If it appears to the Secretary of State that a public company is in breach of section 271 (requirement to have secretary), the Secretary of State may give the company a direction under this section.
2
The direction must state that the company appears to be in breach of that section and specify—
a
what the company must do in order to comply with the direction, and
b
the period within which it must do so.
That period must be not less than one month or more than three months after the date on which the direction is given.
3
The direction must also inform the company of the consequences of failing to comply.
4
Where the company is in breach of section 271 it must comply with the direction by—
a
making the necessary appointment, and
b
giving notice of it under section 276,
before the end of the period specified in the direction.
5
If the company has already made the necessary appointment, it must comply with the direction by giving notice of it under section 276 before the end of the period specified in the direction.
6
If a company fails to comply with a direction under this section, an offence is committed by—
a
the company, and
b
every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
7
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale one-tenth of the greater of £5,000 or level 4 on the standard scale.
S. 272 wholly in force at 6.4.2008; s. 272 not in force at Royal Assent see s. 1300; s. 272 in force at 6.4.2008 by S.I. 2007/3495, art. 3(1)(c) (with savings in arts. 7, 12 and subject to transitional adaptations in Sch. 1 paras. 3-5 and with transitional provisions and savings in Sch. 4 paras. 4, 5)
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
Words in s. 272(7) substituted (E.W.) (12.3.2015) by The Legal Aid, Sentencing and Punishment of Offenders Act 2012 (Fines on Summary Conviction) Regulations 2015 (S.I. 2015/664), reg. 1(1), Sch. 3 para. 9(9) (with reg. 5(1))