This article is for Irish company directors and startup founders who need to appoint a company secretary but aren't sure if they legally need one or what the role actually involves.If you're wondering whether you can skip this requirement, appoint yourself, or use a friend versus hiring a professional, this guide covers the legal requirements, the secretary's responsibilities, and what happens if you get it wrong.
Key Takeaways
• Every Irish limited company must appoint a company secretary by law, and sole directors cannot serve in this role.
• Company secretaries face personal fines up to €5,000 for compliance failures like missing annual return deadlines.
• Missing two consecutive annual returns loses audit exemption for two years and risks company strike-off.
• You can appoint friends or family as secretary, but they must understand legal obligations and filing deadlines.
• Professional secretarial services handle all statutory filings, registers, and CRO correspondence for an annual fee.
Do I legally need to appoint a company secretary for my Irish limited company?
Yes, every Irish limited company must appoint a company secretary under Section 129 of the Companies Act 2014, regardless of company size. This is a statutory requirement, not optional, and operating without one constitutes a breach of company law that can result in fines and potentially strike-off from the register.
Can I serve as both sole director and company secretary?
No, if you're the sole director, you cannot also serve as company secretary under Section 129(1). However, if your company has multiple directors, one of them can take on the secretary role. This restriction exists to ensure proper oversight and prevent one person from having complete control over all statutory compliance matters.
Can I appoint a friend or family member as company secretary?
Yes, you can appoint friends, family members, or other trusted individuals as company secretary, and many early-stage companies do this to fulfill the requirement cost-effectively. However, they must be capable of fulfilling the role's obligations and understand compliance requirements, as missing deadlines results in automatic fines starting at €100 plus €3 daily penalties.
What are the company secretary's main responsibilities?
The company secretary ensures the company meets its statutory obligations, acts as the primary liaison with the Companies Registration Office, and maintains statutory registers including members, directors, secretaries, and beneficial owners. They also organize board meetings and AGMs, prepare minutes, file annual returns, and ensure compliance deadlines are met.
What happens if my company secretary fails to file the annual return on time?
Missing the annual return deadline results in automatic fines starting at €100 plus €3 daily penalties. Two consecutive late filings will cause your company to lose audit exemption for two years. The secretary can face personal fines of up to €5,000 and potential prosecution for serious breaches.
Can I change my company secretary if needed?
Yes, you can change your company secretary at any time through a straightforward process. The board passes a resolution accepting the resignation and appointing a new secretary, then files Form B10 with the CRO within 14 days. Your company's register of secretaries must also be updated to reflect the change.
Can a company provide secretarial services instead of an individual?
Yes, a corporate body can be appointed as company secretary, and many professional service firms provide secretarial services through their corporate entities. This arrangement provides continuity because individual staff changes within the service provider don't affect your company's statutory compliance, though the corporate secretary must designate a natural person to perform the role's functions.
What should I ask before hiring a professional company secretary service?
Clarify exactly what's included in the annual fee versus additional charges, and ask whether they provide proactive deadline reminders or expect you to track filings. Understand their response times for queries, how they handle urgent matters, and check if the registered office address is included or costs extra.
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