A Company Secretary in Ireland – Who Can Be One and What Do They Do?

It is a legal requirement of every company in Ireland to have a Company Secretary. The Company Secretary is an officer of the company and one of their primary roles is corporate governance. They provide advice to members of the board and ensure the company remains legally compliant. They also ensure the administration of the company is run smoothly.

That’s the overview of the role of Company Secretary in Ireland. Let’s now go into a bit more detail.

Who Can Be a Company Secretary?

Essentially, anyone who can be a director of a company can be a Company Secretary. This excludes people who are disqualified under the Companies Act 2014, including anyone under 18.

Aside from this, there are no qualification or work experience requirements for company secretaries. The only guidelines that exist apply to publicly listed Irish companies. Those guidelines give the following qualifications to be a company secretary:

  • Someone with three to five years Company Secretary experience; or,
  • Someone who is a member of a recognised body, such as the Institute of Chartered Secretaries and Administrators; or,
  • Anyone who appears capable of discharging the duties.

In other words, anyone can be a company secretary, including in a limited company, providing the board believes they are able to do the job.

While there is a lot of room for manoeuvre in who can be appointed as Company Secretary, the best company secretaries are those who are:

  • Independent
  • Aware of the obligations and duties of directors
  • Aware of the rights and duties of shareholders
  • Good communicators
  • Efficient in staying up-to-date with changes in legislation and regulation

What Does a Company Secretary Do?

A Company Secretary does have some legal obligations:

  • Must sign the company’s annual return
  • Must certify all the financial statements that are part of the annual return
  • Responsible for creating a statement of affairs when a company is winding up or is going into receivership
  • Must sign the application to re-register the company as a different type
  • In public limited companies, they must create statutory declarations

A Company Secretary will, typically, also have a range of other duties. This often includes ensuring the company remains compliant with regulations and other legal obligations. This is achieved through completing administrative tasks but it is also important that a Company Secretary communicates and gives advice to the board. This is to keep the board up to date on current regulations regarding the administration of companies and of regulations that affect the industry in which the company operates.

Often, company secretaries will also give this advice and information to other individuals, including the company’s shareholders.

Other common duties of a Company Secretary include:

  • Ensuring company accounts are properly maintained
  • Ensuring the company’s annual returns are filed
  • Handling interactions with the Revenue Commissioners
  • Handling interactions with the Companies Registration Office, including filing relevant documents
  • Keeping minutes of board meetings and general meetings
  • Maintaining the company’s registers
  • Administering the transfer of shares
  • Ensuring other compliance issues are up-to-date such as having a privacy policy or ensuring the correct information is on the company letterhead

Why Is the Role of Company Secretary Important?

Most companies in Ireland recognise the need for good corporate governance. Good corporate governance protects the company from financial and reputational risk, as well as ensuring it remains compliant. Company Secretaries are important because they play a crucial role in not only ensuring the company is run properly, but also in ensuring there is good corporate governance.

To get more help or advice with anything to do with your business, please contact a member of the Gilroy Gannon team today.

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