COMPANY SECRETARY – Duties

Posted by Kathryn Maybury on Thursday, 2 November 2023

A post by Kathryn Maybury | Managing Director | KOMSEC Limited | Company Secretarial Services | Corporate Governance | Compliance |

Tel: +353 (0) 1 2107595 Email: kmaybury@komsec.ie

 

The Companies Act 2014 states that the duties of a Company Secretary are delegated to the position by the Directors.  

Basically, this means that the Directors must ensure the Company Secretary is capable of doing the job.  A standard test would be to consider:

1. has the individual acted for three of last five years as Company Secretary;

2. is the individual a member of a recognised body; or

3. appears capable of discharging the duties.

Directors must also ensure that the Company Secretary has the skills but, also resources necessary to discharge his/her duties as Company Secretary.

The duties of a Company Secretary can be fairly standard regardless of the size of the Company such as outlined below.

• Prepare, issue and file statutory forms in the Companies Registration Office.

• File changes on beneficial ownership with the Central Register of Beneficial Ownership.

• Maintain Statutory Registers – includes Registers of Directors, Allotments, Transfers, Members, Charges, etc.

• Attend and minute Meetings, and maintain Minute Books.

• Assist Directors to comply with their duties.

• Acting as named Company Secretary.

Just remember if the company only has one Director that sole Director may not also act as named Company Secretary.

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