Company Secretarial – Understanding Your Compliance Responsibilities

The role of Company Secretary is a crucial position in Irish companies. Company secretaries ensure legal compliance and provide administrative support to the board of directors. They maintain statutory registers, file annual returns, and organise board meetings. The Companies Act 2014 requires all limited companies in Ireland to have a company secretary.

In this blog, we’ll look at the key responsibilities and tasks of Company Secretaries. We’ll also look at who can be a Company Secretary and the responsibilities of company directors.

Key Responsibilities of a Company Secretary in Ireland

The Companies Act does not specify responsibilities for Company Secretaries, but it does outline the tasks they must perform. However, most of the tasks are not the sole responsibility of the Company Secretary, as they are also the responsibility of the directors.

Legal Compliance

Company Secretaries are responsible for ensuring the company adheres to all relevant company laws and regulations in Ireland, including filing annual returns with the Companies Registration Office (CRO).

Ensuring filing deadlines are adhered to is a crucial part of this responsibility. There are compliance and financial implications for filing annual returns late, including financial penalties. Arguably of much greater importance for companies that are audit-exempt is the loss of audit exemption status.

Filing your annual returns late results in a loss of audit exemption status for two years. This increases the cost and resource requirements for compliance during this period.

In addition to ensuring filing deadlines are met, Company Secretaries must sign the annual return along with the directors. When sending annual returns to the CRO, Company Secretaries must also certify as true copies of the originals the financial statements attached to the filing.

Board Meeting Support

Company Secretaries are responsible for organising and preparing agendas and resolutions for board meetings, as well as attending meetings and recording minutes. This particularly applies to directors’ meetings, often (although not exclusively) in the form of AGMs (annual general meetings), to approve financial statements ahead of making an annual return. The Company Secretary can, alternatively, pass a written resolution to directors for them to analyse and approve the financial statements.

Record Keeping

Company Secretaries maintain accurate records of company activities, including shareholder information and statutory registers. Examples of statutory registers include:

• Register of Beneficial Owners
• Register of Directors and Secretaries
• Register of Members

Company Secretaries should also ensure the CRO is informed of any changes in the structure or management of a company.

Corporate Governance and Compliance

Advising the board on corporate governance best practices and procedures is another Company Secretary responsibility. They also advise directors on changes in regulations and company law.

Communication

Acting as a point of contact for shareholders and other stakeholders.

Administrative Support

Providing administrative support to the board of directors, including managing correspondence and liaising with external parties.

Safekeeping of the Company Seal

Companies in Ireland are required to have a seal with their names engraved. The safekeeping of the seal is often entrusted to the Company Secretary.

Who Can Hold the Role of Company Secretary in Your Business

Where a company has a single director, the Company Secretary must be a different person. In companies with two or more directors, one of the directors can take up the role of Company Secretary.

Specific qualifications are not stipulated in the Companies Act for Company Secretaries of private limited companies (the rules are different for public limited companies). That said, there are some people who cannot be a Company Secretary, such as individuals under 18 years old and undischarged bankrupts.

It’s also important to note that the Company Secretary doesn’t have to be a person. A suitably qualified and experienced company can also take on the responsibilities. This is sometimes referred to as a Nominee Company Secretary or Company Secretarial Advisor. Appointing an experienced company to take on the Company Secretarial responsibilities in your business will give you peace of mind the tasks are being completed according to the Companies Act, while also letting you focus your attention on running and growing your business.

Responsibilities of Company Directors

While a Company Secretary has a number of responsibilities, including compliance responsibilities, ultimate responsibility remains with the directors of the company. Company directors are also responsible for ensuring the Company Secretary they appoint has the required skills and resources for the role.

Company Secretarial Services at Gilroy Gannon

Our Company Secretarial services are suitable for businesses of all sizes anywhere in Ireland. The experienced Gilroy Gannon team will manage your annual return, ensuring it is filed on time. We will also help ensure compliance, maintain statutory registers, and manage meetings. Please get in touch to discuss your Company Secretarial requirements.