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
Can my spouse or family member be my company secretary?
While legally possible, they must understand and be capable of fulfilling the role's legal obligations. Consider whether they have the necessary knowledge and time to maintain proper corporate compliance.
What are the risks of not having a professional company secretary?
The main risks include missed filing deadlines, incorrect maintenance of statutory registers, potential fines from the CRO, and personal liability for the appointed secretary if things go wrong.
How much time does a company secretary need to dedicate to their duties?
The time commitment varies depending on company size and complexity but typically involves several hours monthly for basic compliance tasks, plus additional time for annual returns and other periodic requirements.
What happens if my company secretary resigns suddenly?
You must appoint a new secretary within 14 days of the resignation. During this period, the directors are responsible for ensuring all secretarial duties are fulfilled, and a B10 form must be filed with the CRO to register the change.
What happens if a company does not have a secretary?
Operating without a company secretary is a breach of the Companies Act 2014. This can result in the company being struck off the register, directors facing personal liability, and potential fines. Additionally, the Companies Registration Office may refuse to accept filings from a company that doesn't have a properly appointed secretary, which can lead to compliance issues and affect the company's ability to conduct business effectively.
Is a company secretary an important role?
Yes, the company secretary holds a crucial position in corporate governance. They are legally responsible for ensuring the company meets its statutory obligations, maintaining proper records, and acting as a liaison with regulatory authorities. While the role might seem administrative, its importance is highlighted by the fact that it's a mandatory position under Irish law, and failure to properly fulfil its duties can result in serious consequences for both the company and its officers.
