Irish law requires all Limited Companies to have at least one Director whose responsibility is to appoint a Secretary.
Many tend to take this role for granted and believe that answering the phone and scheduling meetings are the main tasks of a Company Secretary.
However, nothing could be further from the truth. Your Company Secretary is a professional in charge of many important matters.
The Company Secretary makes sure that your company is compliant with company law and many different regulations, such as the Companies Act 2014.
What is a Company Secretary?
According to the established definition, a Company Secretary is the company’s named representative on all legal documents.
Generally speaking, they are a senior officer in the company who takes care of corporate governance and ensures that all the administrative tasks are running smoothly.
It’s important to note that according to Irish legislation, it’s mandatory for all Limited Companies to have a Secretary.
There are certain requirements that a Company Secretary has to meet in order to be appointed. The two most important ones to be taken into consideration are:
- They have to be at least 18 years old;
- People disqualified under the Companies Act 2014 aren’t allowed to take this position.
Other than that, it’s up to the Director to ensure that the appointed person is capable of performing their duties properly.
One of your Company Directors can assume the role of Secretary, but if the company only has one Director, the Secretary has to be somebody else.
The role of a Company Secretary
So far we’ve established that a Company Secretary plays a vital role in any organisation.
Let’s get into more detail and list what it is that this seasoned professional is responsible for.
Ensuring the Compliance of Your Company
The fact that you will trust your Company Secretary with drafting a constitution which is in compliance with company law illustrates how instrumental their role is.
The Secretary is also responsible for the maintenance of the statutory registers of your Limited Company as well as for holding the company’s Annual General Meeting (AGM).
Finally, the Company Secretary co-signs all relevant company documents with the Director, such as the Annual Return.
Maintaining Corporate Filings
Meeting all corporate deadlines and filings is a task that has to be handled very carefully and in a timely manner.
Otherwise, you risk hefty fines and being scrutinised by auditors. For example, if you fail to submit your Annual Return to the Companies Registration Office (CRO) within the first six months after incorporation, you’ll have to pay up to €1,200. Late filings may also result in your statements being audited for the next two years.
In case your company has been incorporated for more than six months, missing your Annual Return deadline could lead to even stricter penalties.
That’s why you need a responsible Company Secretary who will work with your accountant and keep your corporate deadlines at bay.
Offering Guidance Regarding Legal Matters
Entrepreneurs and shareholders aren’t always aware of all the regulations and statutory issues necessary for starting or running a company, which might put them in a pickle.
That’s where a well-versed Company Secretary comes in, to navigate them through the uncharted waters of operating a business and prevent potential legal issues.
With someone who knows and understands all the responsibilities that your company has to meet, you’ll stay compliant and be on the safe side.
Keeping the CRO Posted About Changes in Your Company
You’ve added new Shareholders?
Or has one of the Directors left the company?
You want to change your company year end date?
The Companies Registration Office (CRO) must be notified about all these things in a timely manner, that is within 14 or 28 days, depending on the change.
The Company Secretary updates all the necessary documents and submits them to the CRO.
Disclosing financial statements at the AGM and attaching a copy of these statements to the Annual Return is also obligatory. The Company Secretary also has to co-sign the Annual Return with a company Director.
The duties of your Company Secretary
The duties and responsibilities of your Company Secretary practically establish the proper functioning of your business.
The Companies Act 2014 has imposed a number of duties almost all of which are the shared responsibility of the Company Secretary and the Directors.
Co-signing the Annual Return
Your Company Secretary is tasked with drafting, filing, and co-signing your Annual Return – form B1. Although your Company Secretary doesn’t prepare financial statements, they have to work closely with your accountant in order to make sure that everything is filed before the deadline.
Apart from that, they’re also responsible for signing other statutory documents which are filed to the CRO.
It’s important to mention that if a Company Secretary produces a statement or document they are aware is false, they will be breaching the Companies Act.
Ensuring Your Company is Compliant With the Companies Act 2014
As already mentioned, your Company Secretary is in charge of following all the guidelines enforced by the Companies Act 2014. It’s their duty to make sure that all its aspects are being properly implemented.
This means updating and recording any changes in the company’s corporate structure and notifying the CRO in a timely manner.
Exercising Due Care, Skill and Diligence
Under the Companies Act 2014, a Company Secretary can be held liable for any loss which occurs during their appointment and which results from their failure to exercise due care, skill and diligence.
However, the Secretary can’t be expected to demonstrate a higher degree of skill than is reasonable. If you have made changes in your company, you need to tell your Secretary, so they can file the necessary paperwork with the CRO. If they don’t know – they can’t help.
Depending on the size of the company, a Secretary can be assigned different important administrative duties, some of which include:
- Entering the minutes of general meetings as soon as possible and maintaining the company’s minute book;
- Making sure the instructions given by the Board of Directors are carried out;
- Maintaining and making the company’s Statutory Registers available for inspection. The company’s officers, Shareholders, and the general public should be given access to view these registers.
- Communicating with the company’s members and informing them about upcoming meetings, proposed resolutions, and providing them with copies of annual financial statements.
How to appoint your Company Secretary?
There are two options you can choose – you can either do it yourself or outsource.
The first option requires one of your company’s Directors to accept this appointment and attend training. It will acquaint them with all the requirements necessary to perform the secretarial duties properly.
On the other hand, the second option allows you to leave everything to an agency which will act as your Company Secretary. They will take care of all the paperwork, legal work and all other important tasks on your behalf.
A Company Secretary can make your life much easier and keep your company on the right track. It’s important to appoint a person capable of dealing with all the tasks and challenges mentioned above. Let us take on the role for you and use our years of expertise to guide you in the right direction.