This article will outline and discuss a company secretary’s key duties and official responsivities.  The article is designed to help if you are new to the role or are an existing company secretary and want to ensure that you know your responsibilities.

The company secretary is an officer of the company. The Companies Act 2014 does not expressly state the full the duties of a secretary. There are a number of specific duties set out in the Act, including the obligation to maintain the minute books and statutory registers in a company. A secretary’s duties can vary depending on the business, as many of the duties are delegated to the position by the directors of that specific company.

There are generally accepted roles and duties that company secretaries undertake for their companies. Their main functions are normally to oversee the company’s administration and to ensure that the company complies with both the relevant laws’ and that they observe its own company by-laws and regulations. 

The Companies Act provides that it is the responsibility of the company secretary to maintain the statutory registers and minute books of the Company. A statutory register is a register of the current and past affairs of the company. All registers need to be accurate and up-to-date. The registers should be kept at the company’s registered office, or another place within the state as notified to the Registrar of Companies.

Secretaries have very specific responsibilities for their company, the main ones are:

  • Annual Returns

The company secretary will work with the auditor to obtain the financial statements and will then prepare and file the company’s annual return with the Companies Registration Office. An annual return is a yearly statement containing essential information about an institution’s composition, activities, and financial position.  At the very least the Secretary is responsible for ensuring that the company annual returns are filed.

  • CRO Filings

The company secretary is responsible to making the correct filings with the CRO, including where there is a change of officer or a charge against the company assets.

  • Tasks Delegated by the Board

A company secretary is responsible for ensuring compliance with statutory and regulatory requirements, as well as the tasks delegated by the board. Such responsibilities might include maintaining a risk register, preparing and notifying board and shareholder meetings.

Board meetings and EGM’s are a key part of compliance, in respect of both the Companies Acts and the company constitution.  The company secretary will work with the Chair in the planning of the agenda for each board meeting, including managing any agenda items received from others. They may send meeting notifications, board packs, and proxy forms in advance of meetings. They may also ensure that the quorum is present at the meeting and ensure the venue is prepared appropriately for the meeting.

Whilst the meeting is taking place the secretary will read out the minutes of the previous meeting, to facilitate adoption of those minutes. They will also take down the meeting minutes and maintain the records of all meeting minutes (Keeping a record of all issues discussed, decisions taken and any actions required to implement a decision).

The company secretary is an officer of the company, and as such is subject to both civil and criminal penalties for failure to fulfil their role with due skill, care and diligence, or for failure to act honestly and in the best interests of the company.

The above is provided for information purposes and is not intended as legal advice. We, at Fitzsimons Redmond LLP, would be happy to talk to you about the corporate governance of your company, and advise you on your options. Please contact us on 01-676 3257.

By Emma Cullinan

Summer Intern at Fitzsimons Redmond LLP