This article is for business owners and directors of Irish companies who want to understand their obligations regarding company secretaries.
If you are starting a new company in Ireland or reviewing your current company secretary arrangements, this guide will help you make informed decisions.
Key Takeaways
- Every Irish limited company must have a company secretary by law, but they don't always need to be a professional corporate service provider
- The company secretary has significant legal responsibilities, including maintaining statutory registers, filing annual returns, and ensuring company compliance
- If your company has only one director, that person cannot serve as both director and company secretary - you'll need to appoint someone else
- While family members or friends can act as company secretary, using non-professionals increases compliance risks and potential personal liability
- Early-stage founders often appoint a second director or trusted associate (even friends and partners) as secretary, but this approach requires careful consideration
- Changing your company secretary is a straightforward process that requires filing a B10 form with the Companies Registration Office

Under Irish law, every limited company must appoint a company secretary.
This requirement comes from the Companies Act 2014, which establishes the company secretary as a key officer alongside the directors.
While this role might seem like a formality, it carries significant responsibilities that directly impact your company's compliance and governance.
What Does a Company Secretary Do?

A company secretary serves as the formal representative of your company in terms of administration and compliance.
Your company secretary must do various important tasks throughout the year.
These include:
• Maintaining statutory registers and ensuring they're up to date
• Filing annual returns and other statutory forms with the Companies Registration Office
• Organising and documenting board meetings and annual general meetings
• Keeping the company's registered office address current
• Ensuring compliance with relevant company law requirements
• Maintaining proper record-keeping of company documents
• Acting as a point of contact for the Companies Registration Office
The Reality for Early-Stage Businesses

As an early-stage founder, you might be considering appointing a friend, family member, or another director as your company secretary to save costs. While this is legally permissible, we discuss whether it is a good idea or not below.
Many startups opt to appoint a second director, friend, or family member as company secretary. While this approach can work, it's essential to understand that the role carries legal responsibilities, regardless of who holds it.
The appointed person must have the capability and time to fulfil these duties effectively.
The Risks of Non-Professional Appointments

Appointing a non-professional as company secretary carries a couple of large risks.
Without proper knowledge of corporate compliance requirements, your company might face:
• Missed filing deadlines leading to late filing penalties (i.e. missing an annual return date will mean you get a fine (up to €1,200 and lose your audit exemption for 2 years which will cost you an additional €4,000)
• Incorrect maintenance of statutory registers
• Potential personal liability for the appointed secretary
• Risk of strike-off from the register of companies
• Complications during due diligence if seeking investment
Realistically, almost all non-professional secretaries will not fully understand their legal obligations, potentially putting both themselves and the company at risk.
If you do appoint a family member, friend or one of the team, just be sure that you stay on top of the compliance obligations as director or founder of the company. The responsibility will fall on you, ultimately.
Making Changes to Your Company Secretary
If you decide to change your company secretary, the process is straightforward.
Here's what you need to do:
- Obtain board approval for the change
- File a B10 form with the Companies Registration Office
- Update your company's statutory registers
The entire process is relatively straightforward for a professional, but there are obvious risks is someone does not know what they are doing.
Professional Company Secretary Services: Costs and Benefits
Professional company secretarial services typically operate on an annual fee basis.
The cost structure usually costs €200+ annually.
These fees should include:
- All statutory filings
- Maintenance of company registers
- Annual compliance reviews
- Advisory services on corporate governance
- Registered office address (in some cases)
While this might seem like a significant expense for a young company, professional services offer peace of mind and can help prevent costly compliance issues.
They ensure your company maintains good standing and can focus on growth while compliance matters are handled expertly.
Remember that the cost of professional services should be weighed against the potential risks and time investment required when managing these responsibilities internally.
For many businesses, the expertise and security provided by professional company secretarial services represent a worthwhile investment in their company's future.
How Can Open Forest Help?
Open Forest offers the cheapest and fastest incorporation packages in Ireland including holding companies for €99 including CRO fees, VAT and access to the Open Forest platform so you can keep track of all of your legal, tax and accounting obligations - at no additional cost.
If you are going to skip having a Company Secretary, then you should incorporate through Open Forest so that it will be easy for you to stay on top of your obligations.
Choose from one of our incorporation packages here and we will take care of the rest.

Stuart Connolly is a corporate barrister in Ireland and the UK since 2012.
He spent over a decade at Ireland's top law firms including Arthur Cox & William Fry.