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?
Any individual or company can fulfill the Company Secretarial role. Their job is to advise and guide the Directors and Shareholders of their compliance obligations throughout the life of the company.
The secretary role is an extremely important role to be appointed. Failure to comply with Company law and regulatory requirements has serious consequences for your company. There are statutory and administrative duties associated with being a secretary. Therefore, appointing a trustworthy and professional person or company is very important to running a successful business.
Here we outline their role, their duties and some of the choices you can make when choosing your Company Secretary.
What is a Company Secretary?
Firstly, the Company Secretarial role is to be one of the company’s named representatives on legal documentation. This means they play a big role in your business. It is their responsibility to ensure that the company and its Directors operate in line with relevant legislation. As well as that, your Company Secretary will countersign on all documentation such as Annual Returns and bank accounts.
What does a Company Secretary do?
Ensure Your Company Remains Compliant
A Company Secretary's duty is to ensure the constitution is compliant with company law. The Company Secretary will also have to maintain the statutory registers of the company, record the minutes of the company’s AGM, and act as a second signatory on corporate documents. They offer advice on Irish company law and Directors can seek advice from them when things get sticky!
Advice And Guidance On Company Law
You may not be aware of the various statutory and regulatory requirements when you're starting a new business. Having a well-qualified Company Secretary as part of your team will ensure you will meet these responsibilities. Their guidance will help you to improve your understanding of the compliance responsibilities that your company faces. So you can leave this part of the business in the hands of a professional.
Avoid Fines And Late Filing Penalty Fees
You may be stressed about corporate deadlines and filings. Especially since there may be penalties involved. Having a professional Company Secretarial member on your team means they will maintain your Annual Return. They will work with your accountant to ensure your Annual Return is submitted to the Companies Registration Office (CRO). A Startup's first Annual Return is due 6 months after incorporation. Many new companies may not aware of this first filing and subsequently, are forced to pay a late filing fee of up to €1,200. Older companies, i.e. over 6 months old, will face even greater fines for missing an Annual Return. An experienced Company Secretary will make sure that this unnecessary fine is avoided.
Updating The Companies Registration Office (CRO) Of Changes In Your Company
The CRO needs to be notified if there are any changes in your company, even if it's a Startup. These changes will include the addition of new shareholders or Directors leaving the company. The role of a Company Secretary is to draft and submit all the necessary documents to update your company’s details with the CRO register in a timely manner. Having an online secretary is great for getting in touch quickly and efficiently. As a digital firm, we understand the beauty of instant communication. Just be aware though, the CRO is still old-school and require a lot of their paperwork to be submitted manually. By that, we mean ``snail mail``!
Do I need a Company Secretary?
All Irish Limited Companies are required to have a Company Secretary. You only need to have one Director, however, you will need to appoint a separate person to fulfill 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 and 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. They should take minutes of meetings at the company AGM and also maintain your company register.
Duties of your Company Secretary
Filing Your Register Of Beneficial Ownership (RBO)
In March 2019, the Department of Finance announced new legislation to set up a Central Register of Beneficial Ownership (RBO) in Ireland. The deadline to submit your filling is Friday the 22nd of November 2019. A company secretary will carry out this duty and submit this filing. The company secretary can file it through the RBO website. Our Company Secretary service includes making this filing on your behalf. We also provide an RBO submission service for €149+VAT.
Sign Your Annual Return And Other Statutory Documents
Your Company Secretary is required to counter-sign the Annual Return (form B1). They are also required to sign other statutory documents and bank application forms. Any documentation that’s being sent to the CRO is usually countersigned by the secretary.
Draft And File Your Annual Return And Annual Accounts
Your Company Secretary is required to file your annual accounts and B1 signature page to the CRO. The Company Secretary doesn’t prepare the accounts but they do work with your accountant. They ensure that everything is prepared and filed before your company’s Annual Return deadline.
Ensure Your Company Is Compliant With Irish Company Law
The secretary is responsible for ensuring that your company is compliant with all aspects of the Companies Act 2014. This includes updating any official changes to the company’s corporate structure, such as the resignation of a Director, with the CRO.
Maintaining And Updating The 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.
Record And Maintain A Record Of Minutes In Board 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.
Ensure That The Instructions From The Board Of Directors Are Carried Out
Employees of your company should be informed of any changes/resolutions passed by the board of Directors. Having an online secretary is great for busy Directors to communicate quickly to their Company Secretary. Think about outsourcing this role.
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.
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 owner/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
- 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.
- What financial situation are you in? Can you afford to outsource this role? We’re currently offering an Essential Company Registration package which includes our Named Company Secretarial service.
- 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.