Company Secretary in Ireland
In Ireland, the position of a company secretary is mandatory for all registered companies under the Companies Act 2014. The company secretary plays a crucial role in ensuring compliance with legal requirements and maintaining corporate governance. The primary duties and responsibilities of a company secretary include:
Key Duties
1. Maintaining Statutory Registers and Minutes:
• Updating registers of directors, shareholders, and other mandatory records.
• Keeping minutes of board meetings and general shareholder meetings.
2. Organizing and Convening Meetings:
• Notifying participants of upcoming meetings within the required timeframes.
• Preparing agendas and supporting documents for meetings.
3. Filing Statutory Forms and Reports:
• Submitting annual returns and other required forms to the Companies Registration Office (CRO) on time.
• Informing the CRO of any changes in the company’s structure, such as director appointments or dismissals.
4. Ensuring Legal Compliance:
• Monitoring the company’s adherence to applicable laws and regulations.
• Advising directors on corporate law and their legal responsibilities.
5. Managing the Corporate Seal:
• Ensuring the proper use and safekeeping of the company’s corporate seal.
6. Providing Access to Corporate Information:
• Ensuring that shareholders and other authorized parties have access to corporate records.
Qualifications and Requirements
The company secretary must possess the necessary skills and qualifications to fulfill their duties. For public limited companies (PLCs), the secretary must meet one of the following criteria:
• Have at least three years of experience as a company secretary within the past five years.
• Be a member of a recognized professional organization.
• Possess qualifications or experience deemed adequate by the board of directors.
Company Secretary Responsibilities
1. Administrative Responsibility:
• Failure to submit reports to the CRO on time may result in fines for the company and its directors.
2. Legal Responsibility:
• In cases of intentional or grossly negligent performance of their duties, the secretary may be held personally liable for any damage caused to the company or its shareholders.
3. Financial Responsibility:
• If the company incurs financial losses due to the secretary’s actions, they may be held responsible for compensating the damages.
4. Disciplinary Responsibility:
• If the secretary is a member of a professional association, they may face disciplinary action for violating professional standards.
5. Criminal Responsibility:
• For serious offenses, such as fraud, document falsification, or involvement in illegal activities, the secretary may face criminal penalties, including imprisonment.
General Recommendations
To minimize potential liabilities, a company secretary is advised to ensure timely compliance with all filing and regulatory requirements, seek legal advice when necessary, and maintain detailed records. Overall, the responsibility of a company secretary is rooted in meeting regulatory requirements and performing their duties with professionalism and diligence.