What is a Company Secretary and what are their duties?

It is a legal requirement of every company in Ireland to have a Company Secretary.

The Company Secretary acts as the chief administrative officer of the company and one of their primary roles is corporate governance.

A company secretary shares legal responsibilities with the directors for certain tasks required by the Companies Act.

They must understand their obligations as an officer of the company.

A company secretary is usually appointed by the directors of the company, subject to the provisions of the company’s articles of association.

They provide advice to members of the Board and ensure the company remains legally compliant.

The company secretary is under an indirect duty to comply with the company’s obligations under the Companies Act and with the Articles of Association, contract of employment or the terms of engagement.

What does a Company Secretary do?

The precise scope of the company secretarial role varies depending on the type of company and the governance structure.

However, they do have some legal obligations.

• Must sign the company’s annual return
• Must certify all the financial statements that are part of the annual return
• Responsible for creating a statement of affairs when a company is winding up or is going into receivership
• Must sign the application to re-register the company as a different type
• In public limited companies, they must create statutory declarations

A Company Secretary will, typically, also have a range of other duties.

This often includes ensuring the company remains compliant with regulations and other legal obligations.

This is achieved through completing administrative tasks but it is also important that a Company Secretary communicates and gives advice to the board.

This is to keep the board up to date on current regulations regarding the administration of companies and of regulations that affect the industry in which the company operates.

Often, company secretaries will also give this advice and information to other individuals, including the company’s shareholders.

Other common duties of a Company Secretary include:

• Ensuring company accounts are properly maintained
• Ensuring the company’s annual returns are filed
• Handling interactions with the Revenue Commissioners
• Handling interactions with the Companies Registration Office, including filing relevant documents
• Keeping minutes of board meetings and general meetings
• Maintaining the company’s registers
• Administering the transfer of shares
• Ensuring other compliance issues are up-to-date such as having a privacy policy or ensuring the correct information is on the company letterhead

Usually, the company secretary does not have any executive or managerial responsibilities unless such responsibilities have been delegated by the directors.

A company secretary cannot amend the statutory registers or appoint the company auditors without the authorisation from the directors of the company.

A company secretary can attend both directors and shareholders meetings, but the appointment as a company secretary does not entitle that person to vote.

They can only vote if that person is also a shareholder and/or a director and that person can only vote in their capacity as a director and/or member not in their capacity as a company secretary.

Often a Company Secretary is also a director.

Company secretaries are subject to common law fiduciary duties.

This includes acting in good faith in the interest of the company, keeping the company’s affairs confidential, avoiding conflicts of interest with the company and not making personal profits from dealings on behalf of the company.

The company secretary should ensure that all fiduciary duties are complied with at all times.

The role of company secretary can involve serious potential liabilities.

Directors and company secretaries can be held jointly liable for failures to meet the provisions of the Companies Act (except for company accounts, for which directors are solely responsible).

If the Company Secretary has prime responsibility for the task, they may be held responsible and liable to the fine.

Who Can Be a Company Secretary?

Essentially, anyone who can be a director of a company can be a Company Secretary.

This excludes people who are disqualified under the Companies Act 2014, including anyone under 18.

Aside from this, there are no qualification or work experience requirements for company secretaries.

The only guidelines that exist apply to publicly listed Irish companies.

Those guidelines give the following qualifications to be a company secretary:

• Someone with three to five years Company Secretary experience; or,
• Someone who is a member of a recognised body, such as the Institute of Chartered Secretaries and Administrators; or,
• Anyone who appears capable of discharging the duties.

In other words, anyone can be a company secretary, including in a limited company, providing the board believes they are able to do the job.

While there is a lot of room for manoeuvre in who can be appointed as Company Secretary, the best company secretaries are those who are:

• Independent
• Aware of the obligations and duties of directors
• Aware of the rights and duties of shareholders
• Good communicators
• Efficient in staying up-to-date with changes in legislation and regulation