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Incorporation

Company Secretary

/ˈkʌmpəni ˈsekrətri/

A company secretary is an officer of a company responsible for ensuring compliance with statutory requirements and maintaining proper corporate records.

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What does a company secretary actually do?

A company secretary handles administrative duties like filing annual returns, maintaining statutory registers, and ensuring board meetings follow proper procedures.

They act as the main point of contact between your company and the relevant company registry.

This role focuses on compliance rather than traditional secretarial work.

Do I need to appoint a company secretary immediately?

Requirements vary by jurisdiction, but many require appointment either at incorporation or within a specific timeframe afterwards.

Even where not mandatory, having a company secretary helps ensure you meet ongoing compliance obligations.

You can appoint yourself, another director, or hire a professional service.

Can a company secretary be the same person as a director?

In most jurisdictions, yes - the same person can serve as both director and company secretary simultaneously.

This is common in smaller companies where founders wear multiple hats.

However, some jurisdictions restrict sole directors from also being the company secretary.

Where would I first see a
Company Secretary?

You'll likely first encounter the term "company secretary" when filling out incorporation documents, as most company formation services require you to appoint one during the registration process.

What qualifications does a company secretary need?

Professional qualifications aren't always required, especially for smaller companies.

However, the person should understand basic corporate law and compliance requirements.

Many founders start by appointing themselves and later hire qualified professionals as the business grows.

How much does a company secretary cost?

Costs vary significantly depending on whether you appoint yourself, use a professional service, or hire someone in-house.

Professional services typically charge annual fees, while in-house appointments involve salary costs.

Self-appointment costs nothing but requires time investment to understand the responsibilities.

What happens if I don't have a company secretary?

Companies without required company secretaries may face penalties or compliance issues with the relevant company registry.

Missing statutory filings can result in fines or administrative consequences.

The company remains legally responsible for meeting all obligations regardless of whether a secretary is appointed.

Can I change my company secretary later?

Yes, company secretaries can be changed at any time by following proper procedures.

This typically involves board resolution, updating company records, and notifying the relevant company registry.

Many growing companies transition from founder-appointed secretaries to professional services as their compliance needs become more complex.

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