One of the most significant changes in the Companies Act 2014 was the introduction of a sole director company. This recognised the difficult position that companies had to appoint a second director who may play a very small or no role in the running of the company but are required to comply with the provisions of the Companies Act even though they have no active role.

A company that has just one director must appoint a separate company secretary. Our article on the role of the company secretary highlights the role and responsibilities of a company secretary which should be noted that it is less onerous than that of a director. Instead of acting as the second director with no active role in the company they could consider acting as company secretary.

And if you don’t believe us ask Glenda Gilson!!

Named Company Secretary

When setting up a company or if a director is resigning the sole director may not have someone available or willing to act as company secretary and may struggle to find someone to act as named company secretary or do not know what the company secretary is required to do. They may engage a company secretarial firm such as CLS Chartered Secretaries or the accountant or solicitor who have the necessary experience to act as the named Company Secretary.

Active boards may want an independent Company Secretary to attend board meetings and record the minutes and provide company law and goverance advice.

When appointing the company secretary the role and responsibilities should be clearly set out in an engagement letter so the director is aware of what their duties are to secure the compliance of the company and how the company secretary can assist with this but the ultimate responsibilities rests with the director(s).

How Can CLS Help?

We can act as named Company Secretary through our company CLS Company Secretary Limited and we can also provide annual company secretarial compliance services to the company or assist with documenting any changes in the company. For more information please contact one of the team on 059 9186776 or send us an email.


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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