Role and Duties of the Company Secretary
Company Secretaries’ Responsibilities
A company secretary’s main functions are to oversee the company’s day to day administration and ensure the company complies with the law and observes its own regulations.
- Statutory Duties under the Companies Act
- Duty to exercise due care and diligence
- Duty of disclosure of certain personal information
- Administrative duties
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, however in the case of a single director company, that director cannot be the secretary as all companies must have a minimum of 2 officers. The company secretary maintains company records, files the annual returns and carries out tasks from the articles of association or constitution.
Every company registered under the provisions of the Companies Act 2014, is required to have a company secretary. The company secretary and the directors are considered to be the officers of the company.
Company Secretarial Service
Every company must have a minimum of two officers, and the secretary may be one of the directors of the company. However in the case of a single director company that director cannot be the company secretary. We have a Company Secretarial Service which, you can request when ordering your company from us.
We 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.
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 their consent must be sent to the CRO on form A1 with the constitution 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 or in the case of a corporate secretary to be signed by an officer of that company.
There is an express statutory duty on each director and secretary of a company to ensure that the requirements of the Companies Act are complied with by the company.
The Companies Act 2014 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.
- Only 2 to 3 days to incorporate.
- Directors can be of any EU nationality.
- Only 1 shareholder required.
- 100% overseas shareholders allowed.
- Equal treatment for domestic and foreign shareholders.
- No obligation requiring Irish participation in the management of your company.
- Share Capital requirement is only €100.
- Exemption for 3 years from Corporation Tax if your taxable profits are less than €320,000.
- Low Corporation Tax of 12.5%.
- We are members of the Irish Companies Registration Office electronic filing scheme.
- We provide you with full expert assistance throughout every step of the company formation process.