What is a Company Secretary?
A Company Secretary is one of a company’s named officers on legal documentation. It is the responsibility of the Company Secretary to ensure that the company and its directors (of which the Company Secretary may be one) operate within the remit of their roles, providing guidance to enable compliance with relevant statutory legislation, in particular the requirements of the Companies Act 2014 (the “Act”).
Unlike a company director, a Company Secretary can be a natural person or a corporate entity that specialises in providing such services to other businesses.
The main legislative provisions regarding Company Secretaries are set out under Part 4 in sections 129 to 167 and under Part 5 in section 226 of the Act.
Qualifications Required to Become a Company Secretary
There are no formal qualifications needed to become the Company Secretary of a private company. However, the Company Secretary of a public limited company (PLC) must have either:
- a relevant qualification from the Institute of Chartered Secretaries and Administrators (“ICSA”)
- at least 3 years’ experience as a Company Secretary.
Directors must make sure that the person they appoint as Company Secretary has the skills to carry out their legal and other duties 1*.
The Companies Act does not allow the following to be appointed as Company Secretary:
- an undischarged bankrupt;
- any person disqualified from acting as a Secretary by the Courts;
- a restricted person – any person who fails to satisfy the Courts that they acted honestly and responsibility in relation to an insolvent company.
When an individual/corporate entity is appointed as the Secretary of an Irish company, they will sign a statement to the effect that “I/we acknowledge that, as a Secretary, I/we have legal duties and obligations imposed by the Companies Act, other statutes and at common law”.
What are Company Secretary’s Duties and Obligations?
Company Secretaries’ responsibilities are wide and diverse and in addition to the duties set out below, additional duties can be allocated by the Directors, as they see fit:
- Disclosure of personal information
When appointed, a Company Secretary must give the company:
(a) their full name, residential address, nationality and occupation; and
(b) details of any shares or loans they have in the company or a related company.
- Administrative duties:
From an administrative perspective a Company Secretary should:
- maintain the company’s registers
- arrange the company’s Annual General Meeting (“AGM”) and any Extraordinary General Meetings (“EGMs”);
- organise Director meetings any sub-committees and ensuring that all documents (as applicable) are circulated in advance;
- prepare the minutes of general meetings and meetings of the board and its sub-committees. (the minutes describe what was said and agreed at the meeting);
- maintain the company’s registers, minute book and other relevant documents available for inspection by the board and the public (as applicable);
- submit all statutory documents (on time) to the Companies Registration Office (“CRO”) and other relevant bodies;
- publish legal notices in the media;
- keep custody of the company seal – a device with the company’s name engraved on it for stamping company documents; and
- provide the directors with legal and administrative support.
Legal Duties of the Company Secretary, under the Companies Acts:
Together with at least one Director, the Company Secretary must:
- complete, e-file, sign and send the company’s annual return to the CRO each year;
- certify that the financial statements attached to the annual return are true copies of the originals; and
- prepare an accurate statement of the company’s assets and liabilities (what it owns and what it owes) if the company goes into liquidation or receivership.
Personal duties of the Company Secretary:
A Company Secretary must exercise due care, skill and diligence in the interests of the company and its shareholders, (that can be reasonably expected from a person with their level of knowledge and experience) and act in good faith and in the company’s interest.
Company Secretaries can be penalised if a Court finds that they or the company have breached the Companies Act. They can be made liable (responsible) for any loss arising from their own carelessness.
What powers does a Company Secretary have?
The power of the Company Secretary is limited to a few legal powers and any other powers the directors assign to them. Powers include:
- entering into contracts relating to the day-to-day running of the company;
- entering into other contracts that are approved by the directors; and
- whatever other powers the directors delegate to them.
A Company Secretary, as an authorised officer of a Company, can also sign tax registration forms and tax returns on behalf of the company. The taxes Acts hold the Company Secretary as one of the responsible officers in relation to a company’s tax affairs and failure by the company to comply with the requirements under the taxes Acts may lead to additional penalties being imposed on the Company Secretary.
If you would like further information in relation to the role and responsibilities of a Company Secretary within a company, please contact our team who will be in a position to advise you further.
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