Change of Secretary
/tʃeɪndʒ əv ˈsɛkrət(ə)ri/
Changing your company secretary involves formally appointing a new secretary and notifying the Companies Registration Office (CRO) to update official records and maintain legal compliance.
Changing your company secretary involves formally appointing a new secretary and notifying the Companies Registration Office (CRO) to update official records and maintain legal compliance.
A change of secretary is the formal process of replacing a company's appointed secretary with a new individual or corporate entity, requiring official notification to the Companies Registration Office (CRO) and updating of statutory registers to maintain compliance. This administrative procedure ensures that your company remains in good standing with regulatory bodies whilst transitioning responsibility for key compliance tasks and record-keeping duties from one officer to another.
What is Change of Secretary exactly? Change of secretary refers to the legal process of appointing a new company secretary and formally notifying the Companies Registration Office (CRO) about this change. Whilst the concept sounds straightforward, it involves specific compliance requirements and documentation that must be completed correctly to avoid penalties or legal complications. This process is essential for maintaining your company's compliance status and ensuring that statutory obligations continue to be met without interruption during the transition period.
Every Irish company is required by law to have a company secretary, and any change to this appointment must be properly documented and filed with the CRO within fourteen days. Failure to notify the appropriate authorities can result in fines and may affect your company's ability to conduct certain business activities. The change of secretary process involves more than just appointing someone new, it requires updating multiple official records and ensuring that the incoming secretary understands their responsibilities under Irish company law.
A company secretary is a statutory officer responsible for ensuring that your company complies with its legal and regulatory obligations. This role encompasses maintaining statutory registers, filing annual returns, organising board meetings, and acting as the main point of contact between your company and the Companies Registration Office (CRO). The company secretary plays a crucial administrative function that helps keep your business compliant with corporate governance requirements.
There are several reasons why you might need to change your company secretary. Common scenarios include the current secretary resigning or retiring, your company outgrowing its current administrative capabilities, or wanting to appoint a professional service provider for greater expertise. You might also need to change secretaries if your current secretary is no longer able to fulfil their duties due to health issues or other commitments. Additionally, startups often begin with a founder acting as secretary but later transition to professional services as the business grows and compliance requirements become more complex.
To formally change a company secretary, you must follow specific legal procedures outlined by the Companies Registration Office (CRO). First, the company directors must pass a resolution appointing the new secretary and accepting the resignation of the outgoing secretary if applicable. Next, you must complete Form B10, which is the official notification of change of secretary, and submit it to the CRO within fourteen days of the change. This form requires details about both the outgoing and incoming secretaries, including their names, addresses, and appointment dates.
The primary compliance requirement for changing a company secretary is timely notification to the Companies Registration Office (CRO) using Form B10. This must be done within fourteen days of the appointment taking effect. Additionally, you must update your company's statutory registers, including the register of secretaries, to reflect the change. The company must also ensure that any outgoing secretary provides a statement confirming they have no outstanding claims against the company, and that the new secretary acknowledges their understanding of their duties under the Companies Act 2014.
Failure to properly notify the Companies Registration Office (CRO) about a change of secretary can result in significant consequences for your company. These include potential fines for non-compliance, the company being marked as non-compliant on the public register, difficulties in filing future documents, and possible personal liability for directors who knowingly allow non-compliance. Additionally, failure to maintain accurate records can affect your company's ability to enter into contracts or obtain financing, as third parties may question the validity of your corporate governance.
Yes, in Ireland, the same person can serve as both a director and company secretary simultaneously. This is particularly common in small businesses and startups where founders handle multiple roles to minimise costs. However, it's important to note that even when acting as both director and secretary, the individual must fulfil the distinct legal responsibilities of each role separately. Many companies eventually appoint separate individuals or professional services as they grow and compliance requirements become more complex.
When changing company secretary, it's crucial to ensure a smooth transition of all company documents and records. The outgoing secretary must hand over all statutory registers, company seals (if applicable), minute books, and any other corporate records to the incoming secretary. This handover should be documented and acknowledged by both parties to prevent any future disputes about missing records. Failure to properly transfer these documents can create compliance issues and may leave your company vulnerable to penalties for incomplete record-keeping.
Changing your company secretary does not automatically change your registered office address, as these are separate appointments. However, if your secretary was providing registered office services, you'll need to arrange alternative accommodation for this function. It's important to distinguish between the secretary role itself and any additional services they may have been providing, such as registered office address or mail handling services. Each service change may require separate notification to the Companies Registration Office (CRO).
