Every company is required to have a company secretary. If the company only has one director (LTD company) then the secretary must be different to the sole director.

When the directors are appointing the company secretary, they must ensure the secretary has the necessary skills or resources to act as the company secretary. The skills are not defined so they will depend on the activities of the company. The resources is where the company has engaged a company secretarial firm such as CLS Chartered Secretaries Insert Link  or the accountants or solicitor to assist the company secretary to carry out their role and function.

The secretary shall be appointed by the directors of the company for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them. So the role and responsibilities should be clarified when a new company secretary is appointed.

Company Secretary Requirements
  • Can be an individual or body corporate
  • Must be at least 18 years old
  • Does not have to be resident in the EEA
  • If the secretary does not have the necessary skills it can engaged an experience professional to assist with performing this role

The Act does not define what the role and responsibilities are for a company secretary so the company should clearly define what these are for the company secretary. Some of the statutory and administrative duties of a company secretary are

Statutory Duties

  • Duty to exercise due care, skill and diligence
  • Countersign with a director or registered person any instrument to which the company seal is affixed
  • Countersign with a director the annual return
  • Countersign with a director the certificate annexed to the financial statements stating they are a true copy of the original
  • Sign the certificate annexed to the abridged financial statements
  • Countersign with a director a satisfaction or release form with respect to any charge
  • Sign CRO Forms

Administrative Duties

  • Maintain the statutory register, minute books, headed paper
  • Maintain a list of sealings (use of company seal)
  • Organise meetings of directors and shareholders and record the minutes
  • Ensure necessary forms are filed in CRO
  • Legal and administrative support to the Board
  • Governance Advisor to the Board
  • Support & guidance to the Chairman

Evolving Role of the Company Secretary

The role of the company secretary is constantly evolving as more corporate governance requirements are being imposed on companies even SME’s. For more information click here Insert Link

How Can CLS Help

We are a team of ICSA Qualified Chartered Secretaries and have the necessary skills and knowledge to assist any company with their company secretarial requirements. These can include acting as the named company secretary, attending board meetings and recording minutes of meetings, provision of annual company secretarial compliance, drafting company secretarial documentation or answering company law queries. If you require assistance with anyone of these services or have any queries please contact one of the team on 059 9186776 or info@clscs.ie


Please Note:

Our CLS Insights aims to bring you practical information and news on Company Law and Company Secretarial. We cover the topics that matter to your business and give practical tips and also the benefit our experiences. Please remember this article is a guide and legal advice should always be obtained. If you have any queries please contact one of the team and we would be happy to help.

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