Company Secretary

Every company incorporated in Ireland must have a company secretary who will perform a variety of tasks crucial to the smooth running of your company, which includes ensuring that your company's statutory obligations are complied with. A company secretary has a duty of care to the shareholders and can be an individual or a corporate body. One of the Directors may also act as the Company Secretary.

Company Secretarial Service

We provide a company secretarial service to ensure that important statutory requirements are fulfilled, leaving the day to day running of your company to the directors. Should you wish to request our company secretarial service, simply select the service on our order form when ordering your company.

We ensure that all your company's statutory requirements are met, including the filing of the annual returns, filing accounts and maintain the company statutory register. This is subject to the receipt of all requisite documents.

As your company secretary, we will prepare documents in respect of changes to your company structure as and when they occur this includes:

• Allotment of shares
• Transfer of shares
• Appointments and resignations of officers

As your company secretary our duties will include:

• Maintaining the register of directors and secretary
• Issuing share certificates and recording transfers of shares
• Maintaining the register of members and debenture holders
• Arranging for charges to be registered and recorded in the register of charges
• Filing of documents at the Companies Registration Office including changes of registered office, changes of directors and/or secretary and their particulars

As your company secretary we can also offer the preparation and submission of the annual return, where necessary, showing the details of the directors, secretary, shareholders and any share transfers that occurred during the previous year.

What is a company secretary?

Every company, including a single member company, is required by Irish law to have a company secretary, who may be one of the directors. The company secretary acts in accordance with the directors' instructions. A company secretary's main functions are to oversee the company's day to day administration and to ensure specifically that the company complies with the law and observes its own regulations.

Qualifications of a company secretary

No qualifications are required to be the company secretary of a private company. In the case of public limited companies, the directors have a statutory duty to ensure that the company secretary is a person who appears to them to have the requisite knowledge and experience to discharge the functions of company secretary and who either has:

• Experience as a company secretary
• A member of a body recognised for such purposes by the Minister for Jobs, Enterprise and Innovation
• A person who appears to be capable of discharging the functions by virtue of their memberships

Appointment of the company secretary

The first secretary of your company must be named in the documents filed with the Companies Registration Office on incorporation. The subsequent appointment of a company secretary is in accordance with the articles of association of the company and must be notified to the Registrar of Companies on a form B10 within 14 days of the appointment. Generally, the secretary is appointed by the directors for such term and with such remuneration and other conditions as they see fit, and a company may have more than one secretary. A company secretary can be either an individual or company and may or may not be resident in the State.

Duties of the company secretary

In addition to ensuring that the company complies with the law and observes its own regulations, a company secretary may be assigned other functions in the company's articles of association or they may be delegated by the company's directors

Statutory duties

Signing the annual return is a task which is required to be performed by the secretary and a director of the company. A company secretary, as an officer of the company, is under an indirect duty to comply with the company's obligations under the Companies Acts.

Duty of disclosure

The company secretary is obliged to record information for inclusion in the Register of Directors and Secretary:

• Name and address
• Registered office address - if the secretary is a company
• Interests held in shares and debentures of the company
• Details of any shares or debentures purchased or sold in the company, its holding company, any subsidiary or any subsidiary of its holding company

Administrative duties

• Keeping the minutes of general meetings and meetings of the board of directors
• Keeping, and making available for inspection, the company's registers on behalf of the directors, including the: Register of member, Register of directors' and secretary's interests
• Ensuring that documents are filed with the Registrar of Companies within the prescribed time limits such as the company's annual and other returns
• Communicating with the company's members and notifying the members of meetings of the company, details of proposed resolutions to be considered at meetings, circulating them with copies of the annual financial statements
• Delivering copies of special resolutions and certain other resolutions passed by the company
• Notifying the registrar of any alterations in the Memorandum and Articles of Association
• Publishing statutory notices
• Giving notice to members of meetings and communicating with members generally
• Administering share transfers
• Ensuring that the board's decisions are properly communicated
• Furnishing the Registrar with particulars of charges entered into by the company.
• Custody of the company seal
• Ensuring the company has its name in legible lettering, outside each place at which it conducts business
• Ensuring that the company's letterhead bears the appropriate details

Administrative functions such as keeping charge of the register of members, register of directors and secretaries, register of debentures and register of directors shareholdings.

Depending on the nature and size of your company, a company secretary may also be authorised by the directors to:

• Swear affidavits
• Sign cheque's
• Supervise incoming and outgoing mail
• Prepare accounts
• Maintain the company's books and records
• Interview job applicants and approve their appointments

Company secretaries' powers

A company secretary has authority to make contracts within his own sphere of competence. A company secretary has no authority to make contracts unless specifically authorised to do so by the directors.

Change of company secretary

Should there be a change of Secretary of a company or a change of residential address for a Secretary it is required that the Registrar of Companies be notified within 28 days of the change. Should the Company Secretary be a corporate body any change in registered office is also required to be notified.