As a Newly Formed Company - Is It Important To Have A Company Secretary?

When you’re setting up your company you’re asked to appoint a company secretary. But what is a company secretary and why do you need one?

And what does a company secretary do exactly?

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

What Is A Company Secretary?

Company secretaries are 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.

Do I Need A Company Secretary?

It is a legal requirement in Ireland for your company to have a company secretary. Since the Companies Act 2014, 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, take minutes of meetings for important changes in the company and also provide your company register.

Can I Outsource The Role?

Given the importance of the secretary role, many newly formed companies decide to outsource this role. 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 also carries out filings for your company such as any changes in directors or share transfers.

If your current company secretary hasn’t been carrying out these functions for you, don’t worry. You can also 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.

Company Secretarial Services From Accountant Online

Outsourcing Your Company Secretary Role

The role of the company secretary is to ensure that the company complies with all the relevant laws and regulations. Some of these important regulations include filling the Annual Return

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What Does A Company Secretary Do?

A company secretary is an individual who can advise and guide the director and shareholders of their compliance with legal and regulatory matters throughout the life of the company.

The secretary is responsible for communicating with the Companies Registration Office (CRO) and the Revenue Commissioners (for certain matters, such as voluntary strikeoff). 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.

Annual Returns

One of the most important duties of the company secretary is to ensure that your company’s Annual Return is filed with the Companies Registration Office. It is also very important that it is filed on time. Your first Annual Return is due 6 months after incorporation and no accounts are due with this. For all subsequent Annual Returns You company secretary will work with your accountant in order to ensure that all the accounts are ready before you Annual Return deadline. Please note that every company has a different Annual Return date and you can find yours on the CRO website.

Duty Of Disclosure

The CRO needs to be informed if there are any changes in your company. These changes include things such as one of the Directors move home, if a Director leaves the company or if you sell shares in your company. These disclosures will also include interests held in shares and debentures of the company.

Options For Appointing Company Secretaries

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.

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