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.
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. See our list of one-off company secretarial services we offer. Our popular one-off company secretarial services include registering a business name, allotment of ordinary/preference shares, and voluntary strike-off.
Can You Be A Director And Company Secretary?
If your company has more than one director then one of these individuals 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.
Some forms from the Companies Registration Office requires two signatories (i.e. a director and a secretary) and these cannot be the same person. Therefore, in a single director company, the same person cannot be both director and company secretary.
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).
If you want your company secretary to be notified of all legal documentation (i.e. postal letters), many of our clients also opt to have their registered office address with their company secretary. This means that if your company receives any legal post from the CRO, it is dealt with immediately and in the hands of a professional.
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 Secretaries need to be familiar with phrases such as Annual Return Date (ARD), Statutory Register and Minutes of the AGM.
A company secretaries statutory duties by the Companies Acts include:
- Filling 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.
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. In other words, you only need to submit the Annual Return form (form B1). Your first Annual Return will have company details such as your company officers, tax registration number, registered office address, share capital, members, and share transfers.
Every year after the first Annual Return, accounts have to be filed. Your accountant will be looking for bank statement and invoices so they can produce final accounts for your business on time. 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.
If you are late filing your first Annual Return, your company will incur a fine of €100 and then €3 every day after that. This penalty is up to a max of €1200 per year.
If you are late filing subsequent Annual Returns, your company will have to be audited for 2 years and you also have to pay the fine up to €1200. This would add significant costs to the business so it is very important not to miss your Annual Return Date (ARD).
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.
Other company secretary duties include:
- 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.
3 Options For Appointing Company Secretaries
1. Use a Specialist
When you are setting up a limited company and need to name a company secretary. You can use a specialist secretary or accountancy firm.
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.
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.
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.
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. It is also the legal responsibility of the directors to ensure that the secretary is sufficiently qualified for the position. Outsourcing your company secretary is a good option for this reason.
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.
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.
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 €299 + VAT per year.
Have these options helped you decide what is right for your company?