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?
A Company Secretary is an individual (or company) who can advise and guide the Director and shareholders of their compliance obligations throughout the life of the company.
The secretary role is extremely important since failure to comply with the law and regulatory requirements has serious consequences for your company. There are statutory and administrative duties associated with being a secretary.
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?
A Company Secretary is one of the company’s named representatives on legal documentation. It is their responsibility to ensure that the company and its Directors operate in line with relevant legislation. Your Company Secretary will countersign on all documentation such as Annual Returns and bank accounts.
The Role Of A Company Secretary In Your Startup
Ensure Your Company Remains Compliant
The Company Secretary can be entrusted to draft a constitution that 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.
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.
Avoid Fines And Late Filing Penalty Fees
You may be stressed about corporate deadlines and filings. Especially since there may be penalties involved. Your Company Secretary maintains your Annual Return and works with your accountant to ensure it's submitted to the Companies Registration Office. 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 CRO Of Changes In Your Company
The CRO needs to be notified if there are any changes in your Startup company. These changes will include the addition of new shareholders or directors leaving the company. Your Company Secretary will draft and submit all the necessary documents to update your company’s details with the CRO in a timely manner.
Do I Need A Company Secretary?
It is a legal requirement for all Irish Limited Companies to have a Company Secretary. You only need to have one Director, however, you will also need to have a separate Company Secretary.
The secretary role 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, your Company Secretary will 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
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, such as bank application forms and other documents that are to be filed the Companies Registration Office (CRO).
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 to ensure that everything is prepared and filed before your company’s Annual Return deadline.
Ensure Your Company Is Compliant With Irish Company Law
Your Company 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. Your Company Secretary looks after this for you.
Record And Maintain A Record Of Minutes In Board Meetings
All companies are obligated to enter the minutes of all its general meetings as soon as possible in a minute book. Each minute book has a specific agenda. This duty is usually carried out by a Company Secretary.
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. Your Company Secretary can carry out this role.
Can I Outsource The Role?
Many newly formed companies decide to outsource this role as it is very important. 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 your efforts 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 is that the company secretary is a professional who keeps a register of all of the limited company’s requirements.
When you’re a startup, you may have questions about setting up correctly or company law. Your company secretary will be able to guide you through the process and make sure that your company is compliant.
Many of our clients who are directors choose this option 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
Assign a director within the company to undergo training or familiarise themselves with the duties of a company secretary. If you are sure that the person appointed to the role has a full understanding of the requirements of the role and the consequences for the company, this option will save you on fees.
If this director/company secretary has too much work cut out for them, you can always change your company secretary to one of the options above. 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.
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.
Company Secretarial Maintenance For €399+VAT/annually
This is our full Company Secretarial Maintenance service. We will look after all the important filing changes and submissions to the Companies Registration Office. Accountant Online will file your Annual Returns and accounts (not preparation) 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.