By Simon O’ Connor, 9th October 2015
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.
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.
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