When you are in the process of company formation online, the forms you complete ask that you to give the name and address details of a company secretary in addition to a director. But what is a company secretary and why do you need one? And what does a company secretary do exactly?
Here we outline the role of a company secretary, their duties and some of the choices you can make.
What Is A Company Secretary?
Company secretaries are basically 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.
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 in your Irish company, however, you also need to have a company secretary. The secretary role has a really important function, so cannot be considered lightly as just being a name on your paperwork.
Given the importance of the secretary role, many newly formed companies decide to outsource this role to a professional company secretary firm or a Chartered Accountancy firm which has these skills in – house.
Can You Be A Director And Company Secretary?
One of the directors of the company can also be the company secretary. If your company only has one director, then you must have a separate secretary. The secretary must also be over the age of 18
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 and the Revenue Commissioners.
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.
Company Secretary Duties (Administrative):
- Maintaining the company registers
- Keeping minutes of Board and General Meetings
- Filing documents with the Registrar of Companies within strict deadlines
- Providing legal and administrative support to directors
- Administering share transfers
- Ensuring the company letterhead has the appropriate details.
Company Secretary Statutory Duties By The Companies Acts:
- Signing the Annual Return
- Certifying the Financial Statements attached to the annual return
- Making a statement of affairs in a winding up or receivership
- Signing relevant application / statutory declaration when re-registering a company as a different type of company
- Company secretaries can also sign tax registration forms and tax returns on behalf of the company.
Duty Of Disclosure
The secretary must disclose certain information for inclusion in the Company Register. These disclosures include interests held in shares and debentures of the company.
3 Options For Appointing Company Secretaries
1. Use a Specialist
When you are setting up your new limited company and need to name a company secretary, you can opt to use a specialist secretary or accountants firm as the named company secretary.
The benefit of this arrangement is that you don’t need to involve any friends, family or acquaintances 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.
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.
2. Outsource the Role
You can name one of your directors as a company secretary on your initial paperwork at company formation stage and then outsource the role to a professional company secretarial service. In this example, the name of the secretary does not change, but the tasks associated with it are taken care of professionally.
This option is often chosen by directors who realise that the role has quite a bit of responsibility attached. They realise the role is beyond the experience or skill (or time available) of the individual named. When you consider that it is also a legal responsibility of the directors to ensure that the secretary is sufficiently qualified for the position, this is a good option.
This service means that company directors have a professional who they can rely on for guidance on directors’ statutory duties under the law.
3. 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.
Does A Company Secretary Need Any Qualifications?
There is no requirement for a company secretary to be formally qualified. The person will need to ensure that they advise the directors of their obligations, maintain statutory registers. Also, they will prepare and file annual returns with the Companies Registration Office and other requirements.
Accountant Online’s Company Secretarial Service
Accountant Online has a Company Secretarial and Compliance Service package which is designed for limited companies and includes all of the essential requirements you need to take care of in order to keep your company compliant with regulations at just €290 + VAT per year.
Have these options helped you decide what is right for your company?
Finally, If you need more information, set up a call with one of our Chartered Accountants on 01 905 9364 and we will help you through the decision-making process. Follow us on Twitter, Facebook and Linkedin.