Company Secretary

Every incorporated companies must have a company secretary who will perform a variety of tasks crucial to the smooth running of the company, which includes ensuring that the company's statutory obligations are complied with.

We provide a company secretarial service to ensure that important statutory requirements are fulfilled, leaving the day to day running of the company to the directors. We ensure that all the company's statutory requirements are met, including the filing of the annual returns and accounts. This is subject to the receipt of all requisite documents.

As your company secretary, we will prepare other documents in respect of changes to the company structure as and when they occur. Such matters will include allotment of shares, transfer of shares and appointments and resignations of officers.

As your company secretary our duties will include:

• Maintaining the register of directors and secretary
• Issuing share certificates and recording transfers of shares
• Maintaining the register of members and debenture holders
• Arranging for charges to be registered and recorded in the register of charges
• Filing of documents at the Companies Registration Office including changes of registered office, changes of directors and/or secretary and their particulars

As your company secretary we can also offer the preparation and submission of the annual return, where necessary, showing the details of the directors, secretary, shareholders and any share transfers that occurred during the previous year.

What is a company secretary?

Every company, including a single member company, is required by law to have a company secretary, who may be one of the directors. The company secretary acts in accordance with the directors' instructions. A company secretary's main functions are to oversee the company's day to day administration and to ensure specifically that the company complies with the law and observes its own regulations.

Qualifications of a company secretary

No qualifications are required to be the company secretary of a private company. In the case of public limited companies, the directors have a statutory duty to ensure that the company secretary is a person who appears to them to have the requisite knowledge and experience to discharge the functions of company secretary and who either has:

• Experience as a company secretary
• A member of a body recognised for such purposes by the Minister for Enterprise, Trade and Employment
• A person who appears to be capable of discharging the functions by virtue of their memberships

Appointment of the company secretary

The first secretary of the company must be named in the documents filed with the Companies Registration Office on incorporation. The subsequent appointment of a company secretary is in accordance with the articles of association of the company and must be notified to the Registrar of Companies on a form B10 within 14 days of the appointment. Generally, the secretary is appointed by the directors for such term and with such remuneration and other conditions as they see fit, and a company may have more than one secretary.

Duties of the company secretary

In addition to ensuring that the company complies with the law and observes its own regulations, a company secretary may be assigned other functions in the company's articles of association or they may be delegated by the company's directors

Statutory duties

Signing the annual return is a task which is required to be performed by the secretary and a director of the company. A company secretary, as an officer of the company, is under an indirect duty to comply with the company's obligations under the Companies Acts.

Duty of disclosure

The company secretary is obliged to record information for inclusion in the Register of Directors and Secretary:

• Name and address
• Registered office address - if the secretary is a company
• Interests held in shares and debentures of the company
• Details of any shares or debentures purchased or sold in the company, its holding company, any subsidiary or any subsidiary of its holding company

Administrative duties

• Keeping the company's minutes of board and general meetings on behalf of the directors
• Keeping, and making available for inspection, the company's registers on behalf of the directors, including the:
• Register of member
• Register of directors' and secretary's interests
• Ensuring that documents are filed with the Registrar of Companies within the prescribed time limits such as the company's annual and other returns
• Communicating with the company's members and notifying the members of meetings of the company, details of proposed resolutions to be considered at meetings, circulating them with copies of the annual financial statements
• Delivering copies of special resolutions and certain other resolutions passed by the company
• Publishing statutory notices
• Administering share transfers
• Ensuring that the board's decisions are properly communicated
• Custody of the company seal
• Ensuring the company has its name in legible lettering, outside each place at which it conducts business
• Ensuring that the company's letterhead bears the appropriate details

Depending on the nature and size of the company, a company secretary may also be authorised by the directors to:

• Swear affidavits
• Sign cheque's
• Supervise incoming and outgoing mail
• Prepare accounts
• Maintain the company's books and records
• Interview job applicants and approve their appointments

Company secretaries' powers

A company secretary has authority to make contracts within his own sphere of competence. A company secretary has no authority to make contracts unless specifically authorised to do so by the directors.

Change of company Secretary

Should there be a change of Secretary of a company or a change of residential address for a Secretary it is required that the Registrar of Companies be notified within 28 days of the change. Should the Company Secretary be a corporate body any change in registered office is also required to be notified.