By Simon O’ Connor, 9th October 2015 (Updated 4th August 2020)
By law, every company in Ireland is required to appoint a company secretary who must be at least 18 years of age. A company director can be appointed as the secretary if desired unless it is a single director company, in which case the secretary must be different. This article covers the various Irish company secretary duties that company officers should be aware of.
The main functions of a company secretary are to oversee the company’s daily administration, ensure that the company complies with the law and any additional duties that company directors may delegate. A Company Secretary should acquaint themselves with the duties attached to the position before and during appointment.
Duties of the Company Secretary
The Companies Act 2014 enforces a number of duties on a company secretary, few of which are solely the responsibility of the secretary but rather that of both the secretary and the company directors.
These duties include:
- Co-signing the annual return with a company director
- Certifying that the financial statements to the annual return are true copies of the originals
- Making out the statement of affairs in a winding up or receivership
- Signing the relevant application form and making statutory declaration, if applicable, on the re-registration of a company
A company secretary is in breach of the Company Act if he or she answers a question, produces a statement or produces a document, knowing any of which to be false.
Duty of Disclosure
The company secretary is required to disclose certain information for the Register of Directors. The information that is required is:
- Registered Office Address ( if the secretary is a corporate body)
- Interests held in shares and debentures, including the number and amount
- Details of any shares or debentures purchased or sold in the company
Duty to Exercise due Care, Skill and Diligence
A company secretary is obliged to exercise due care, skill and diligence during their appointment. The secretary can be held liable for any loss to the company as a result of their negligence. However, a secretary is not expected to demonstrate a greater ability than what should be expected from a person with their previous experience and knowledge.
Depending on the size of the company, a secretary will be responsible for a number of important administrative duties. Some of the main administrative duties include:
- Keeping the company’s minutes of board and general meetings
- Keeping and making available for inspection, the company’s registers
- Providing the directors with legal and administrative support
- Publishing statutory notices
In some situations, depending on the size of the company, a director may authorise a secretary to carry out miscellaneous duties such as to sign cheques, swear affidavits, interview job applicants and prepare accounts.
If you don’t have someone to appoint as your Irish company secretary or you need assistance meeting company compliance obligations, Company Bureau offers a range of Annual Company Secretarial and compliance packages. Our fee for this service is priced very competitively, especially in comparison to the large Legal and Accountancy Practices. For more information on Irish company secretary duties please do not hesitate to Contact Us or call +3531 646 1625.
Disclaimer This article is for guidance purposes only. It does not constitute legal or professional advice. No liability is accepted by Company Bureau for any action taken or not taken in reliance on the information set out in this article. Professional or legal advice should be obtained before taking or refraining from any action as a result of this article. Any and all information is subject to change.