Company Secretary for Limited Companies in Ireland

As a director of an Irish Limited Company, it is your responsibility to ensure that there is a company secretary appointed. But why do you need one? And what is their role exactly?

In this guide, we outline the company secretary’s role, their duties, and some of the choices you can make when choosing your company secretary.

If at any stage you need specific help, feel free to chat with our Client Services Team – we’re always happy to help.

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What is a company secretary?

The company secretary is one of the company’s named representatives on legal documentation. It is the duty of the director to appoint a company secretary that has the skills and resources to carry out the necessary duties of this role.

However, it’s important to note that the company secretary is not a managerial position, nor is it purely administrative. For example, they usually don’t offer financial assistance, have a strategic position or carry out the day-to-day operations, like answering phones or emails to your customers.

It is their responsibility to ensure that the company and its directors operate in line with relevant legislation. Company secretaries provide comprehensive legal and administrative support and guidance to the board of directors and execute important documentation on behalf of the company.

Many of our clients choose to outsource the company secretarial role because it gives them peace of mind that we will take care of the necessary paperwork. For more information on how we can help, talk to us today, we’re always happy to help.

Who can be the company secretary?

One of the directors
As long as there is more than one director in the company, one of them can act as company secretary.
Any individual over the age of 18
Although a company secretary is not required to have any formal qualifications, it is important to note they should have the skills or resources necessary to discharge his or her statutory duties.
A body corporate
This is when you outsource to another company to act as the company secretary,such as Accountant Online. We have a qualified team who are experts in the duties of the company secretary.

What does a company secretary do?

01.

Ensures compliance with Irish Company Law

The company secretary keeps track of the company's Annual Return and has responsibility to ensure that the company complies with relevant statutory and regulatory requirements.
02.

Provides advice and guidance

You may not be aware of the various statutory requirements when running a business. Having a qualified company secretary as part of your team means you have a go-to expert.
03.

Carries out statutory duties

The CRO needs to be notified if there are any changes in your company, even if it's a Startup. The company secretary should submit all the necessary documents to update your company’s details with the CRO register in a timely manner.

Do I need a Company Secretary?

When you set up a Limited Company in Ireland, you are required to have a company secretary. You only need to have one director, however, you will need to appoint a separate person to fulfil the company secretarial role.

The secretary position shouldn’t be taken lightly. It is not just a name on your company paperwork. There are important functions, legal and statutory requirements for company secretaries to carry out.

For example, it’s the company secretary’s duty to arrange for your company’s filings with the Companies Registration Office (CRO). They should take minutes of board meetings and also maintain your company register. Check out our What is an AGM post for more information.

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Company secretary duties

The Companies Act 2014 imposes a number of tasks on the secretary, but few are his/her exclusive responsibility. Frequently, the task may be performed by the secretary and a director, for example, signing the Annual Return. Here is a list of specific duties commonly carried out by the company secretary:
  1. Register Of Beneficial Ownership (RBO) filing
  2. Annual Return filing
  3. Ensuring that statutory forms are completed and filed on time in the CRO
  4. Maintaining statutory registers
  5. Recording minutes of meetings
  6. Custody and use of the company seal

1) File the beneficial owner with the Register Of Beneficial Ownership (RBO)

The deadline to submit this filling is 5 months after incorporation. A company secretary can usually carry out this submission through the RBO website.

2) Manages the Annual Return deadline

The company secretary usually manages the Annual Return deadline by preparing and filing the Annual Return paperwork and uploading the PDF financial statements in CORE, the CRO’s online system.

3) Ensuring that statutory forms are completed and filed on time in the CRO

Any changes made within a company, such as changing registered office or appointing new directors, must be notified to the CRO on the relevant statutory forms. An expert company secretary can properly complete these documents on your behalf.

4) Maintaining statutory registers

Your company is required to maintain various statutory registers at its registered office. These registers can legally be viewed by the company’s officers, shareholders, and the general public. A secretary looks after this for you. Have a look at our online company secretary service.

5) Recording minutes of meetings

Minutes of all general meetings should be recorded in a minute book. Each minute book has a specific agenda. This duty is usually carried out by a company secretary. Therefore you should get in touch with your secretary if you’ve held a general meeting of directors. Or wait until the Annual General Meeting.

6) Custody and use of the company seal

The company secretary is frequently given responsibility for the safekeeping of the company’s seal. Every company is required to have one, with its name engraved in legible characters.

Can I outsource the role?

Many newly formed companies decide to outsource this role as there are very important duties associated with the title. Hire a professional Company Secretary firm or a Chartered Accountancy firm who have these skills in-house.

Outsourcing your Company Secretary means that you can rely on a chartered, certified professional to make sure you don’t miss any deadlines. You will also want to make sure that you are compliant with company law. Your Company Secretary will look after the compliance side of things so you can focus on getting the business off the ground.

If your current Company Secretary hasn’t been carrying out these functions for you, don’t worry. You can outsource certain tasks to a professional Company Secretary. Our popular one-off company secretarial services include registering a business name, allotment of ordinary/preference shares, and voluntary strike-off.

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Options for appointing your company secretary

Outsource the role

The benefit of this arrangement is that you don’t need to involve any friends, family or acquaintances. There would be no personal relationships being asked to act as co-signatories on your legal paperwork. A further benefit of outsourcing is that the role is fulfilled by a professional. So you can be sure that your Limited Company is compliant.

When you’re a Startup, you may have questions about registering a company correctly or company law. Your company secretary guides you through the process and makes sure that your company is staying in line with the law!

Many of our clients are owners/directors. They choose to outsource the secretary role as it maintains their independence. It also removes the reliance on a business partner to perform the functions. In addition, it offers the peace of mind of professional guidance.

Do it yourself

You can assign a director within the company to undergo training or familiarise themselves with the duties of a secretary. Your company needs to have two or more directors for one of them to take on this role. You should also make sure that the person appointed to the role has a full understanding of the requirements of the company secretary. Lack of knowledge of Irish company law will have serious consequences for your company. On the plus side, having someone within the business take on this role will save you on fees.

You can always change your company secretary if this director/secretary has too much work cut out for them. As part of our Company Secretarial Maintenance service, we will look after all filing changes with the CRO. There is no requirement that says your company secretary needs to remain, so you are entitled to change your officers as you see fit.

Accountant Online's Company Secretarial Services

We understand the importance of having a legal Company Secretary but also that some Startups may be bootstrapping. We offer two different Company Secretarial services.

You can also save when you purchase our company secretary services as part of one of our Company Registration packages.

Named Company Secretary For €249+VAT/annually

This service offers Accountant Online as your named company secretary. This service does not include any general filings changes or submissions or any company secretarial guidance.

If you avail of this service, we’re here to help you with your Annual Return B1 filing only. This means we will generate the Annual Return Form B1 and submit the same to the Companies Registration Office. Annual Return filing does not include preparation of accounts/financial statements.

This service is great for you if you’re bootstrapping or don’t have anyone to fulfill this role. You may know about the Companies Registration Office and their requirements. Or else you’re open to learning about it!

Company Secretarial Maintenance For €399+VAT/annually

This is our full Company Secretarial Maintenance service. We will look after all the filing changes and submissions to the CRO. Accountant Online will file your Annual Returns and look after general Company Secretarial matters. For example, changes in Directors, registered address, shareholders, share capital. We’ll maintain and update the Seven Statutory Registers and provide minutes of meetings if required. You’ll have ongoing Company Secretarial advice, which is crucial for any Startup.

This service is great for you if you’re happy to hand over all your compliance needs. You can trust us to look after all submissions to the CRO so you can focus on your business.

3 key takeaways about Company Secretaries

  1. Think about your company structure. If there is only one Director, you will need to find someone else to take on the Company Secretarial role. It’s a legal requirement.
  2. What financial situation are you in? Can you afford to outsource this role? We’re currently offering an Essential Company Registration Service in Ireland which includes our Named Company Secretarial service.
  3. Consider how much you can handle as a Director. It’s normal to feel like you’re pulled in one million different directions. If you want to take on this role yourself, it could take up a lot of your time so make sure you have the capacity to take it seriously.

What Next?

If you're not sure about taking this role on yourself, don't worry, get in touch with us and we can help you.

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