Illustrative scenarioUpdated 2026-10-07
What should a company check when changing provider and records have not arrived?
Changing company secretarial provider when records are delayed.
A provider change involves appointment documents, statutory notifications and the transfer of company records. Start by confirming the authority to make the change, the records required and any outstanding work.
The scenario
A company has decided to change its company secretarial provider. The incoming provider has requested records, but the handover is incomplete and some work or fees remain to be clarified. The company needs to plan the appointment and continuity of its records and correspondence while those questions are addressed.
What to check
Review the company’s constitution, authority to approve the change, and the outgoing engagement’s notice and termination arrangements. Outgoing consent is not a universal precondition to appointing a replacement, but the company must follow the requirements that apply to its circumstances. A registered-office change needs its own authority and notification.
Keep the records handover separate from any fee dispute. Whether particular records may lawfully be withheld depends on the facts and engagement arrangements; ownership and custody labels do not resolve that legal question. Obtain solicitors’ advice on disputed retention, demands or proposed release terms.
Do not assume every provider needs the same trust or company service provider (TCSP) licence: statutory exemptions exist. Check the incoming provider’s applicable status, scope, charges and record-holding arrangements rather than relying on a general statement about the industry.
Planning the handover
Prepare the authorised appointment documents and notifications of cessation and appointment, as applicable. An incoming provider cannot make the outgoing provider resign. Track the effective dates and responsibility for each notification, registered-office correspondence and outstanding deadline.
Request records by name: statutory registers, the Significant Controllers Register (SCR), minutes and resolutions, share certificates and supporting documents, incorporation documents, chops or seals if held, and mail and correspondence. Check what is received against available filings and private records. Public reconstruction may help but can leave gaps; document unresolved items rather than promising a complete file without evidence.
Practical next steps
01
Collect the current engagement, termination correspondence and authority for the proposed change.
02
List outstanding filings, work, mail and deadlines before agreeing handover dates.
03
Send an itemised written records request and keep evidence of the response.
04
Record agreed and disputed charges separately; obtain advice on disputed documents or release terms.
05
Confirm lawful appointment, notification and correspondence arrangements with the incoming provider.
IMSG’s role
IMSG can review the handover requirements, prepare authorised appointment and notification documents, request records and identify gaps within the agreed engagement. Historical reconstruction, additional corporate actions and disputed matters may need separate quotations or solicitors’ advice. We explain the scope and responsibilities before proceeding.
Contact our company secretarial team with the existing engagement, records available and relevant deadlines to discuss the transition.
About these scenarios
These illustrative scenarios explain common administrative issues. They do not describe specific clients or guarantee an outcome. Legal and tax questions require advice on the circumstances concerned.
More situations
