This article is for Irish business owners and startup founders who need to appoint a company secretary but aren't sure what the role actually involves or whether they can do it themselves.
If you're wondering what a company secretary does, whether you legally need one, or if you should hire a professional versus appointing a friend or family member, this guide covers the legal requirements, common mistakes, and why professional services often make sense.
Key Takeaways
• Every Irish company must appoint a company secretary—sole directors cannot serve in both roles simultaneously. • Appointing unqualified friends or family as company secretary creates liability risks and often leads to costly compliance failures. • Professional company secretary services cost around €99 annually, far less than penalties for missed deadlines or incorrect filings. • Company secretaries handle statutory registers, annual returns, CRO filings, and meeting minutes—not business decisions or operations. • Directors remain legally responsible for ensuring their appointed company secretary actually possesses the required company law skills.
Do I really need a company secretary for my Irish company?
Yes, every Irish company must have a company secretary - there are no exceptions, even for single-director companies or startups. Without one, you cannot legally incorporate, and if already incorporated, you're in breach of the Companies Act and face fines and potential director restrictions.
Can I be my own company secretary?
It depends on your company structure. If you have multiple directors, one can serve as company secretary, but if you're the sole director, you cannot also be the company secretary - the Companies Act explicitly prohibits this to ensure separation of duties.
Does a company secretary need formal qualifications?
No, there's no exam or certification required, but the Companies Act requires company secretaries to have "the skills necessary to discharge the statutory functions." This means they must understand Irish company law, know filing requirements and deadlines, and be able to prepare statutory documents correctly. Directors are legally responsible for ensuring their appointed secretary is actually competent.
What's the problem with appointing my spouse or friend as company secretary?
While legally allowed, this typically creates problems because they usually lack the necessary company law knowledge, leading to missed deadlines, incorrectly prepared documents, and potential personal liability for directors. These compliance failures often cause red flags during investment rounds or company sales, and the cost of fixing mistakes far exceeds the cost of professional services.
What does a company secretary actually do day-to-day?
The company secretary maintains statutory registers, prepares and files your annual return within the 56-day window, organizes meetings and keeps minutes, files changes with the CRO, manages share certificates, and advises directors on legal obligations. They're essentially your first line of defense against compliance failures and legal penalties.
How much does a professional company secretary service cost?
Professional company secretary services like Open Forest cost €99 per year - less than €2 per week. This is significantly less than the cost of a single compliance mistake: a late annual return triggers a €100 fine plus €3 daily penalties, and you lose audit exemption for two years (potentially costing €2,000-4,000 in audit fees).
What's the difference between a director and a company secretary?
Directors run the business, make strategic decisions, manage operations, and have the power to bind the company. The company secretary ensures legal compliance and handles paperwork but doesn't make business decisions or have authority to bind the company - they facilitate compliance, not strategy.
Can I change my company secretary later if I need to?
Yes, you can change your company secretary at any time by passing a board resolution, appointing the new secretary, filing form B10 with the CRO within 14 days, and updating your register of secretaries. Many companies start with a friend or family member and switch to a professional service within the first year - this is completely normal and straightforward.
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