By Andrew Lambe, 9th October 2015 (Updated 15th April 2026)
Every company registered in Ireland is legally required to appoint a company secretary. The role is a key part of a company’s corporate governance framework, but the scope of the secretary’s duties can vary significantly depending on the company’s size, structure, and the nature of the engagement agreed.
In many cases, companies appoint a professional or third-party company secretary, either to fulfil the role fully or to act as company secretary in name only, with day-to-day administration retained by the directors or internal staff.
This article explains the legal position of a company secretary, and the duties that may arise under Irish law, while recognising that responsibilities must always be assessed by reference to the specific appointment and engagement in place.
Who Can Act as a Company Secretary?
Under the Companies Act 2014:
- Every Irish company must appoint a company secretary
- A company secretary must be at least 18 years of age
- A company secretary may be:
- An individual, or
- A corporate body
- A company director may also act as company secretary unless the company has only one director (in which case the secretary must be a different person)
Where a company appoints an external or professional secretary, the directors must ensure that the person or firm appointed has the skills or resources necessary to discharge the role they have been engaged to perform.
The Role of the Company Secretary – Scope Matters
The company secretary’s role is primarily to support the company’s compliance with company law and corporate governance requirements.
However, it is important to note that:
- The Companies Act 2014 does not require every secretary to perform the same functions
- The actual duties performed depend on what has been agreed between the company and the secretary
- Ultimate responsibility for compliance always remains with the directors, regardless of how the role is structured
In some companies, the secretary plays a hands‑on governance role.
In others, particularly where a professional firm is appointed, the secretary may act in name only, with clearly defined and limited responsibilities.
Statutory Duties Under the Companies Act 2014
Certain obligations under the Companies Act 2014 involve the company secretary, either solely or jointly with the directors. These typically include, where applicable to the engagement:
- Co‑signing the company’s annual return with a director
- Certifying that the financial statements filed with the CRO are true copies of those approved by the directors
- Signing or lodging statutory forms and declarations, where required by law
- Assisting with the preparation of a statement of affairs in the event of a winding‑up or receivership
- Ensuring statutory filings are made accurately and within prescribed time limits
A company secretary commits an offence if they knowingly make a false or misleading statement or produce a document they know to be incorrect in a statutory filing.
Disclosure and Statutory Records
The company secretary is required to ensure that certain information relating to the secretary is properly recorded in the company’s statutory records, including:
- Name and address
- Registered office details (where the secretary is a corporate body)
- Details of interests held in shares or debentures of the company
- Details of relevant transactions involving those interests
Where a secretary is appointed on a limited or nominee basis, responsibility for maintaining wider statutory registers may remain with the company itself or another service provider, depending on the agreed scope of services.
Duty of Care, Skill and Diligence
A company secretary must exercise due care, skill and diligence in carrying out the duties they have undertaken.
Importantly:
- A secretary is not automatically responsible for every administrative or compliance task of the company
- They are expected to perform competently within the role they have accepted
- Liability generally arises only where the secretary is negligent within their agreed scope of responsibility
A secretary is not expected to demonstrate a higher level of skill than is reasonable for a person with their experience, knowledge and the nature of their appointment.
Administrative and Governance Functions (Where Applicable)
Depending on the company and the terms of appointment, a company secretary may be responsible for some or all of the following functions:
- Maintaining minutes of directors’ and members’ meetings
- Maintaining statutory registers
- Preparing and issuing statutory notices and resolutions
- Making CRO filings on behalf of the company
- Providing procedural or governance support to the directors
In many secretary‑in‑name‑only arrangements, these functions are retained by the directors or handled internally, with the secretary’s role focused solely on statutory appointment and limited filings.
Delegated Authority
Directors may, in certain circumstances, delegate specific administrative tasks to a company secretary, such as signing certain documents or making filings.
Any such authority should be:
- Clearly defined
- Documented
- Limited to what is appropriate for the role
A company secretary should only act within the authority granted.
Final Note
The role of the company secretary is flexible but legally significant.
Where a company appoints a professional secretary — whether in a full compliance role or in name only — it is essential that:
- The scope of services is clearly agreed
- Directors understand what remains their responsibility
- Statutory obligations are properly managed and monitored
A clear role definition protects both the company and the secretary.
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. For more information on Irish company secretary duties, please do not hesitate to Contact Us or call +3531 646 1625. You can also check out the Official CEA Company Secretary Duties Guide here.
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.
