Question: What are my duties as a Company Secretary of an Irish Company ?

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:

  • Name
  • Address
  • 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.

Administrative Duties

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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