While incorporating a company in Ireland, one of the first steps is to appoint a company secretary. A company secretary is a key officer responsible for maintaining legal compliance and proper administration. This article will explain the duties of a company secretary and how they can support your company in meeting its statutory obligations.
Duties and responsibilities of a company secretary
For every company operating in Ireland, it is mandatory to appoint a company secretary. If the company has only one director, there must be a separate company secretary. Under the Companies Act 2014, the key responsibilities of a company secretary include:
1. Filing time-sensitive annual returns
In Ireland, businesses are required to file their annual returns and financial statements with the Companies Registration Office (CRO). If your business is newly registered, the first annual return will be due six months after incorporation.
The annual return provides a comprehensive overview of the company’s financial performance, including details about directors, shareholders, and other relevant information. Subsequently, the annual returns must be filed every 12 months, complete with up-to-date financial statements.
To ensure compliance, the company secretary is responsible for ensuring that these are prepared and filed with the CRO on time. With a dedicated person managing this process, you can rest assured that your business remains in good legal standing.
2. Holding the company seal
The company secretary also holds the important responsibility of managing the company seal. This seal, engraved with your company’s name in clear characters, is vital for authenticating official documents. The seal may only be used with approval from the directors or an authorised committee.
Note that documents that require the company seal can be counter-signed by the company secretary, alongside a director. The company secretary thus ensures the secure custody of the seal and oversees its appropriate use.
3. Organising board meetings
At any point of time, the company secretary may arrange board meetings upon the director’s request. Prior to the meeting, the secretary will be in charge of preparing and distributing the agenda, along with any necessary documents, to ensure all participants are well-informed.
Meeting minutes are typically documented by the company secretary. This will ensure there is always a reliable record of the decisions made, which is essential for transparency and accountability within the company.
4. Maintaining statutory registers
Additionally, the company secretary is usually tasked with maintaining several statutory registers. These registers include information on members, directors and secretaries, debenture holders, as well as beneficial owners under anti-money laundering regulations. The company secretary must ensure that any changes in the company’s structure, including changes in directorship and registered office address, are promptly reported to the CRO.
5. Communicating with shareholders
From handling share transfers to issuing share certificates, the company secretary will play a key role in managing your shareholder matters. They may act as a point of contact for concerns and address inquiries from your shareholders. This can help your company foster a positive relationship with your shareholders in the long run.
6. Advising directors on corporate governance best practices
With their expertise, the company secretary can further advise directors on corporate governance requirements and best practices. Investment firms, for example, must ensure that clear written terms of reference are in place for the board, specifying their authority, duties, and reporting lines. These must be reviewed on a regular basis to maintain their relevance.
Depending on your sector, a company secretary can keep your directors informed on this and more to maintain high standards of corporate governance and regulatory adherence.
How we can help
If you need professional support, our company secretaries at Hawksford are knowledgeable in Irish company law and corporate governance. We provide tailored services that meet the specific needs of each client, including maintaining statutory records, filing annual returns, organising meetings, and advising on governance matters.
We also monitor regulatory changes and, in turn, keep our clients informed. Hawksford combines expertise and efficiency, making us a trusted choice for your company secretary needs.
For more information or assistance with specific aspects of the Companies Act 2014, you may reach out to our team at Hawksford.
This article was written by Sinead McGilloway, Manager - Company Secretarial, in Hawksford's Private Client team in Ireland.
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