Under section 129 of the Companies Act 2014, every company must have a secretary. While the directors are responsible for managing the company, the secretary is the officer responsible for the administrative and statutory side of the business: keeping records in order, making sure filings reach the Companies Registration Office (CRO) on time and supporting the board in meeting its legal obligations.
Who Can Act as Company Secretary
The secretary can be an individual or a corporate body, such as a firm that provides company secretarial services. A director can also act as secretary, with one important exception: where a company has only one director, that director cannot also be the secretary. This is why every single-director LTD must appoint a separate person or firm to the role.
The Companies Act also places a duty on the directors to ensure that the person appointed has the skills and resources needed to carry out the role. In practice, this means the secretary should understand company law requirements and have systems in place to meet filing deadlines.
Core Responsibilities
The precise duties of a company secretary are usually delegated by the board, but they typically include:
- Statutory registers:
maintaining the register of members, the register of directors and secretaries, the register of directors' interests and the company's internal beneficial ownership register.
- CRO filings:
preparing and filing the annual return and notifying the CRO of changes, such as new directors, a new registered office or an allotment of shares, within the required time limits.
- Meetings:
issuing notices of board and general meetings, preparing agendas and recording accurate minutes.
- Resolutions:
drafting and filing ordinary and special resolutions, including written resolutions passed without a meeting.
- Company documents:
keeping the constitution up to date and safeguarding the company seal, if one is used.
- Beneficial ownership:
making sure changes are reported to the Register of Beneficial Ownership within 14 days.
Time Limits That Apply to Company Changes
Many changes to a company must be notified to the CRO within strict time limits. A change of director or secretary must be notified within 14 days, a change of registered office within 15 days, and an allotment of shares within 30 days. The annual return must be filed within 56 days of the company's annual return date. Missing these deadlines can expose the company and its officers to fines, late filing fees and, in the case of the annual return, the possible loss of audit exemption.
An Officer of the Company
The company secretary is an officer of the company, alongside the directors. This means the secretary can be held liable, together with the company and its directors, for certain failures to comply with the Companies Act, such as failing to keep proper registers or to file documents with the CRO. For this reason, many companies prefer to appoint an experienced professional secretary rather than ask a friend or family member to take on the role.
Appointing a Nominee or Professional Secretary
A professional or nominee company secretary is a firm that takes on the role for a fee, bringing knowledge of company law and filing procedures. This arrangement is particularly common for single-director companies, overseas owners and businesses that prefer to keep their focus on trading. A professional secretary can also keep track of the company's compliance calendar, so that key dates are not missed as the business grows.
Changing the Company Secretary
The board can appoint or remove the company secretary at any time, subject to the company's constitution. Every change must be recorded in the register of directors and secretaries and notified to the CRO. Because the role must never be left vacant, an outgoing secretary's resignation is usually timed to coincide with the new appointment.
For further guidance and support with company secretarial services, contact Setup Your Company at info@setupyourcompany.ie or call us on 01 628 3177.
