Role and Duties of the Company Secretary

Irish companies require an individual (although corporate secretaries are allowed) over the age of 18 to act as the company secretary. The company secretary may be one of the directors. The company secretary maintains company records, files the annual return and carries out tasks from the articles of association.

Does every company need a company secretary?

Every company registered under the provisions of the Companies Acts 1963-2009, is required to have a company secretary. The company secretary and the directors are considered to be the officers of the company.

Company secretary

Every company must have a minimum of two directors, and the secretary may be one of the directors of the company. A corporate body may act as secretary to a company.

Company secretary details recorded by a company

A company is obliged to keep at its registered office a register of its directors and secretary. The secretary is obliged to give the information to the company to enable it to keep an accurate register. The following information is required to be recorded in this register in relation to the secretary:

• Where the secretary is an individual, his present name, former names, his usual residential address and the date of appointment
• Where the secretary is a corporate body, its name, registered office address and the date of appointment
• Where all the partners in a firm are joint secretaries of a company, the name and principal office of the firm can be given

Shares and debentures

A company is required to keep a register of directors' and the secretary's interests in shares and debentures. The secretary is obliged to notify the company in writing of his interest in shares or debentures of the company, the number of shares of each class and the amount of debentures of each class in which he holds in that company, its holding and subsidiary companies. He is also obliged to notify the company where he enters a contract to sell any such shares or debentures, assigns or exercises a right granted to him to subscribe for shares or debentures in the company or receives a right to subscribe for shares or debentures in the company's holding company subsidiary or fellow subsidiary.

Companies Registration Office

The name of the first secretary and his consent must be sent to the CRO on form A1 with the memorandum and articles of association of the company. Then they are deemed to have been appointed as secretary. Subsequent appointments of a secretary will be in accordance with the articles of association of the company. Details of the secretary appointed subsequent to a company's formation must be notified to the CRO on Form B10 within 14 days of any change in its secretary. The form includes a consent to act as secretary which must be signed by the person who is being appointed as such.

There is an express statutory duty on each director and secretary of a company to ensure that the requirements of the Companies Acts are complied with by the company.

The Companies Acts 1963-2009 impose a number of tasks on the secretary, but few are his exclusive responsibility.

Company secretary functions

The functions of a secretary are essentially administrative:

• To provides comprehensive legal and administrative support and guidance to the board of directors
• Ensure the board's decisions and instructions are properly carried out and communicated
• Ensure that the company complies with all relevant statutory and regulatory requirements
• Responsibility for communication with the shareholders
• Principal administration officer, liasing with staff, customers, suppliers, media and the board of directors
• Executes important documentation on behalf of the company with a director

Company secretary duties

Maintaining the statutory registers and minute books.

The secretary keeps up to date the statutory registers. These are the:

• Register of members
• Register of directors and secretaries
• Register of directors' and secretaries' interests in shares and debentures
• Register of debenture holders together with copies of the instruments which create charges

Convening meetings of members

The Companies Acts lay down minimum statutory periods of notice of company meetings required to be given to shareholders and the company's auditor. At least 21 clear days' written notice of an annual general meeting (AGM) is required. For an extraordinary general meeting (EGM) of a private company or an unlimited company, at least seven clear days' written notice must be given. In the case of a plc, at least 14 clear days' written notice of an EGM is required to be given.

Where it is proposed to pass a special resolution at a meeting, the notice is required to specify the wording of the proposed special resolution.

Where all the members of a company who are entitled to attend and to vote at a meeting unanimously agree to call a meeting, then, notwithstanding a shorter notice period, the meeting shall be validly called, provided the auditors of the company agree.

Statutory forms

Changes in the situation of the company's registered office, changes amongst the company's officers or in their particulars ought to be notified to the CRO on the relevant statutory forms, which must be properly completed and signed by a current officer of the company. A change of registered office is notified to the CRO on Form B2. A change of director or secretary or of details of their particulars such as a change of name or address must be notified on Form B10. These details are required by statute to be notified to the CRO within 14 days of the change occurring.

Resolutions passed by the company

Special resolutions and certain other resolutions must, within 14 days of their passing by the company, be delivered to the CRO. Failure to file a resolution does not invalidate the resolution, but a fine may be imposed on the company and any officers in default.

The resolutions that must be filed in the CRO, in addition to special resolutions, are:

• Unanimous resolutions which had they not been unanimous would have had to be passed by a special resolution
• Resolutions agreed by all the members but which if not agreed unanimously were required to be passed by some particular majority
• All resolutions which bind all the members of a particular class of shareholders
• Resolutions increasing the share capital of the company
• Resolutions that a company be wound up voluntarily

Custody and use of the company seal

Every company is required to have a seal, with its name engraved in legible characters. The secretary is frequently given responsibility for the safekeeping of the company's seal. Many companies adopt the provisions of model Article 115 of Table A of the Companies Act 1963 which provides that: "every instrument to which the seal shall be affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for that purpose."

Business letters of the company

A company is required to state in all business letters on which the company's name appears in legible characters in relation to every director, the following particulars:

• Forename, or initials, and surname
• Any former forenames and surnames
• Nationality, if not Irish

A fine may be imposed on the company and on any officer who does not ensure that those particulars are specified on the company's stationery.

Company secretary rights

No specific rights are accorded to a secretary under the Companies Acts. Any rights which a secretary may have are dependent on his contract of employment with the company or under general employment law.

Accounts requirements

Company accounts are required to be annexed to a company's annual return. Company accounts must be audited unless the company qualifies for Audit Exemption.

The accounts annexed to the annual return are required:

• In the case of the first annual return to which accounts are required to be annexed, to cover the period since the date of incorporation
• In any other case, to cover the period since the end of the period covered in the last set of accounts filed with the CRO

The accounts are further required to be made up to a date which is not earlier by more than nine months that the date to which the annual return is made up (the "nine month rule"). Accounts which do not comply with the foregoing requirements are liable to be rejected by the CRO.