A Limited Company Secretary in Ireland
What is a Company Secretary?
A Company Secretary is an officer of the Company appointed by the directors to carry out the duties and functions of the secretary.
Does a Limited Company in Ireland need a Company Secretary?
Yes. It is a legal requirement of every Limited Company in Ireland to have a Company Secretary.
Who Can Be a Secretary?
Any individual or company/body corporate can act as the Company Secretary for a company in Ireland. The Secretary also may be one of the directors (unless the Company has only one director in which case that Company must appoint another person as a Secretary).
There are no qualification or work experience requirements for private limited company secretaries, although you should make sure that the person is not:
- Under the age of 18 years
- An undischarged bankrupt
- Disqualified from acting as a director
The secretary role is very important therefore it is advisable to appoint a trustworthy and professional person or company.
Duties of Secretary
Secretaries’ duties are classified in the sections below as:
- statutory duties;
- duty of disclosure;
- duty to exercise due care, skill and diligence, and
- administrative duties.
A number of duties are imposed by the Companies Act. However, few of these are the secretary’s exclusive responsibility. Rather, they tend to be tasks which may (or are required to) be performed by the secretary and a director of the company. They include:
- signing the annual return;
- certifying that the financial statements attached 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 including a “statement of compliance”, to re-register a company as a different type of company;
- making the statutory declaration required for a public limited company before it may carry on business.
Duty of Disclosure
The secretary is obliged to disclose certain information for inclusion in the company Register. The information that must be disclosed is:
Where the secretary is an individual
- residential address
- date of birth
Where the secretary is a corporate body
- corporate name
- its registered office
- the registration number and the country where it is registered
Duty to Exercise Due Care, Skill and Diligence
A company secretary is under a duty to exercise due care, skill and diligence in the performance of their duties. The secretary can be held liable for any loss arising as a result of their negligence.
In addition to the duties imposed specifically by statute, a secretary may be allocated important administrative duties, which will vary depending on the nature and size of a company. These may include, for example:
- keeping the company’s minutes of board, board sub-committee (if applicable) and general meetings on behalf of the directors;
- keeping, and making available for inspection, the company’s registers on behalf of the directors (including, inter alia, the register of members, register of directors and secretaries, register of directors’ and secretary’s interests, register of debenture holders);
- ensuring that documents are filed with the Registrar of Companies within the prescribed time limits, such as the company’s annual and other returns;
- communicating with the company’s members, for example notifying the members of meetings of the company, details of proposed resolutions to be considered at meetings, circulating them with copies of the annual financial statements etc.;
- delivering copies of special and certain other resolutions passed by the company;
- publishing statutory notices e.g., in national newspapers as required;
- administering share transfers;
- providing the directors with legal and administrative support;
- ensuring that the board’s decisions are properly communicated;
- custody of the company seal;
- ensuring that the company’s obligations with regard to its name are complied with. Every company is required to paint or affix its name in a conspicuous place, in legible lettering, outside each place at which it conducts business;
- ensuring that the company’s letterhead bears the appropriate details. Every company’s letterhead is required to bear the names of the directors and, where they are not Irish, their nationalities.
Depending on the nature and size of the company, a company secretary may also be empowered and/or authorised by the directors to, for example:
- swear affidavits (legal documents);
- sign cheques;
- supervise incoming and outgoing mail;
- prepare accounts;
- maintain the company’s books and records;
- interview job applicants and approve their appointments.
Secretary Outsourcing Service
If you don’t have someone to appoint as your Irish Company Secretary or if your current Company Secretary hasn’t been carrying out their duties, you can outsource the role.
Outsourcing your Company Secretary with Right Solution Centre means that you can rely on a professional to make sure that you are compliant with company law and don’t miss any deadlines. Please contact our team today for more information on our Service.