Non-EEA company secretary requirements for Irish companies

Frequently Asked Questions

Can a non-EEA resident serve as company secretary for my Irish company?

Yes, absolutely. The Companies Act 2014 imposes no residency requirements on company secretaries, so your secretary can reside anywhere in the world. This contrasts with director requirements, where at least one EEA-resident director is mandatory.

Can I serve as both director and company secretary if I'm the sole director?

No, if your company has only one director, that person cannot also serve as company secretary. You must appoint someone else—many solo founders appoint a spouse, business partner, or professional service to fulfill this role.

What are the main responsibilities of a company secretary?

Company secretaries handle administrative and compliance functions including maintaining statutory registers, filing annual returns with the Companies Registration Office, organizing board meetings, and keeping company records like minutes and resolutions. They also act as the contact point for the CRO and Revenue, ensuring all filing deadlines are met.

What happens if my company doesn't have a secretary?

Operating without a company secretary breaches the Companies Act 2014, and the Companies Registration Office may refuse to accept your filings. Continued non-compliance can lead to company strike-off from the register, and directors face potential personal liability for failing to maintain proper corporate structure.

Can I change my company secretary later if needed?

Yes, changing company secretary is straightforward. You simply file Form B10 with the Companies Registration Office and update your statutory registers to reflect the new appointment. The process typically takes a few days once documentation is submitted.

Can a non-resident secretary effectively maintain statutory registers?

Yes, but statutory registers must be available at the registered office for inspection, which creates practical challenges. Cloud-based compliance platforms help non-resident secretaries manage these requirements, and physical presence in Ireland isn't required as long as proper document access systems are in place.

Should I use a professional company secretary service instead of appointing someone informally?

Professional services provide expertise in compliance deadlines and filing requirements that non-professionals often lack. They typically bundle registered office provision, annual return preparation, statutory register maintenance, and professional indemnity insurance—many companies switch to professional services as they grow or before seeking investment.

What should I do if my company secretary becomes unresponsive?

Act immediately by convening a board meeting to approve the secretary's removal and appoint a replacement, then file Form B10 right away. You cannot file annual returns or make required CRO submissions without secretary cooperation, and delays create penalties and serious compliance risks.