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The Responsibilities and Duties of Your Company Secretary

The company secretary is a corporate officer within Limited Companies in Ireland. All Irish companies are required to have one appointed throughout the lifetime of the company.

In short, the secretary makes sure that your company is compliant with Irish Company Law and many different regulations, such as the Companies Act 2014.

In this article, we will cover the following:

  • What does a company secretary do?
  • When do you need to appoint a company secretary?
  • Who can be a company secretary?
  • What qualifications are required?
  • How much does it cost to have a company secretary?

What does a company secretary do?

According to the established definition in Irish legislation, the company secretary is one of the officers of the company and is listed as such on all legal documents. The Companies Act 2014 imposes a number of tasks on the secretary, but few are his/her exclusive responsibility.

Generally speaking, they are a senior officer in the company who takes care of corporate governance and ensures that all the regulatory tasks in relation to the Companies Registration Office (CRO) are running smoothly.

The role of a company secretary

1
Take care of regulatory compliance with the Companies Registration Office (CRO)

The company secretary is responsible for ensuring that the company complies with relevant legislation. For example, one of the key duties of the company secretary is to keep track of the changes that have been made to the company. Any changes must be communicated to the CRO through the relevant paperwork and forms.

2
Managing the Annual Return Deadline (ARD)

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 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.

3
Second signatory on company documentation

If, for example, you need to open a bank account in Ireland, your company secretary needs to sign the application form. They also co-sign your Annual Return.

Outsourcing is a good solution for any business owner that sets up on their own. A professional company secretarial service can ensure that your company remains compliant and up-to-date on relevant legislation.

The duties of your company secretary

The company secretary has an important role to play in any company. However, it’s important to note that it is the duty of the directors to take all reasonable steps to ensure that the secretary has the
skills necessary to discharge his/her statutory and other legal duties.

The directors should understand what duties can be delegated to the secretary. Alternatively, directors can outsource to professional companies for peace of mind that everything is looked after.

Administrative duties
  • Register Of Beneficial Ownership (RBO) filing
  • Annual Return filing
  • Ensuring that statutory forms are completed and filed on time in the CRO
  • Maintaining statutory registers
  • Recording minutes of meetings
  • Custody and use of the company seal
Ensuring compliance within a company
  • Legal and administrative support and guidance to the board of directors
  • has a responsibility to ensure that the company complies with all relevant statutory and regulatory requirements

When do you need to appoint a company secretary?

Upon incorporation

When you register a company in Ireland, you must name your company secretary on the incorporation paperwork. Many of our clients outsource using our company secretarial service when registering a company with us. This gives you peace of mind that your company is compliant and lets you focus on running your business.

Upon change

As companies grow and change, it’s understandable that the corporate officers in a company will change too. You can change the company secretary at any time by submitting the correct paperwork to the CRO. When you outsource to a professional firm like us, we take care of all the paperwork on your behalf.

Who can be a company secretary?

  • One of the directors. If there is more than one director in your company, one of them can act take on this role.
  • Any individual over the age of 18. The company secretary is not required to have any formal qualifications. However, it is important to note they should have the skills or resources necessary to fulfil their duties.
  • A body corporate. Companies can outsource the company secretarial role to another company, such as Company Formation Dublin. We have a qualified team who are experts in the duties of the company secretary.

What qualifications are required?

The company secretary is not required to have any formal qualifications. However, the directors must take all reasonable steps to ensure that a secretary is a person who appears to them to possess the requisite knowledge and experience to carry out its duties.

This means that if a director reasonably believes that the person applying for the position lacks the required competence for it, they should not make an appointment until such time as he/she does so.

How much does it cost to have a company secretary in Ireland?

There are two options – 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 a professional that will act as your company secretary. They will take care of all the paperwork, legal work and all other important tasks on your behalf.

Outsourcing 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.

Here’s a summary of the two levels of annual company secretarial support we provide so you can budget for your needs, have transparency over the work carried out, and be informed of your obligations.

WHAT’S INCLUDED
Named Company Secretary for €249+VAT
  • Manage the Annual Return deadline
  • Prepare and file an Annual Return in CORE
  • File PDF financial statements in CORE
  • Prepare and file general Company Secretarial paperwork
  • Maintain the Seven Statutory Registers
  • Prepare and file the Beneficiary Owner with the RBO
  • Prepare draft minutes of meetings
  • Ongoing Company Secretarial advice
WHAT’S INCLUDED
Company Secretarial Maintenance for €399+VAT
  • Manage the Annual Return deadline
  • Prepare and file an Annual Return in CORE
  • File PDF financial statements in CORE
  • Prepare and file general Company Secretarial paperwork
  • Maintain the Seven Statutory Registers
  • Prepare and file the Beneficiary Owner with the RBO
  • Prepare draft minutes of meetings
  • Ongoing Company Secretarial advice