What Does a Company Secretary Do? A Quick Guide for Irish Startups

Time to read:

minutes

Who should read this?

This article is primarily written for startup founders and new business owners in Ireland who are establishing their companies.

It's particularly relevant for those who need to understand their legal obligations regarding company secretaries.

Anyone planning to incorporate a company in Ireland should read this guide.

Key Takeaways:

Every Irish company must legally appoint a company secretary, with responsibilities including filing annual returns with the CRO and maintaining statutory registers
Missing filing deadlines can result in significant fines and loss of audit exemptions, potentially costing companies €2,000+ annually
Professional company secretary services typically cost between €200-€400 per year, making it a relatively affordable option for startups
The first 6 months after incorporation are crucial, requiring creation of legal registers, share certificates, and documentation of the launch board meeting
The CRO collected €8.2 million in late filing fees in 2023, highlighting the importance of timely compliance
Company secretaries play a vital role in corporate governance, organising board meetings, maintaining records, and advising the board on legal responsibilities
While directors or co-founders can initially serve as company secretary, professional support becomes more valuable as the company grows

When you’re starting a company in Ireland, there are a million things to think about including finding customers, marketing, finances, raising funds and not to mention building the product or business itself and of course, getting all your legal ducks in a row.

One of those legal ducks is appointing a company secretary. It might not be the most exciting job on your to-do list, but it's an important one.

1. Why Do You Need a Company Secretary?

First things first, under Irish law, every company must have a company secretary. In the early days, this role often goes to a director, a co-founder, or even sometimes unsuspecting and unfamiliar family members.

That’s totally normal and can work fine when you’re just getting started. But as your company grows, the role becomes more important and you may want to consider bringing in someone with professional experience.

2. What Does a Company Secretary Actually Do?

In short, they keep you on the right side of the law. Here’s a quick rundown of their main responsibilities:

Staying Compliant

Think of the company secretary as your go-to person for making sure the company meets all its legal requirements. This includes filing your annual returns with the Companies Registration Office (CRO) on time, keeping all the statutory registers (like who your directors are and who owns shares in the company) up to date - which is a legal requirement, and informing the CRO of any changes in your company’s structure, another legal requirement.

Missing a filing deadline or not keeping records correctly can lead to large fines, losing audit exemptions (meaning you have to get your accounts audited every year, which would cost at least €2,000) or worse, so it really is not a task that should be taken lightly.

Organising Meetings and Keeping Minutes

The company secretary is responsible for organising board meetings, Annual General Meetings (AGMs), and any other meetings where official decisions are made. They make sure everyone gets the agenda and relevant papers in advance and takes notes (minutes) during the meeting. This is actually more important than it sounds — you need a clear, official record of decisions in case there’s ever a dispute.

Maintaining Statutory Records

Your company needs to keep several statutory books up to date, e.g the register of members, directors, and any charges over company assets. It’s not glamorous, but it’s necessary. This is one of those things that’s easy to overlook when you’re busy building a business, but it can become a headache later on if it’s not done right.

Advising the Board

When it comes to corporate governance, the company secretary should be the most invaluable resource. They help the board understand their legal responsibilities and make sure everyone is following best practices. This is where having someone with experience can really pay off, they’ll spot potential issues before they become real problems.

3. Who Should Be Your Company Secretary?

When you’re just starting out, it makes sense to keep things simple. Most startups appoint one of the directors, a co-founder, or a friend as the company secretary. This works well if you’re in the early stages and there’s not much paperwork or compliance to worry about.

But remember, the company secretary is legally responsible for making sure the company complies with its obligations, so it's important to choose someone who understands what’s involved.

In the first 6 months from incorporation, the company secretary will need to create all of the legally required registers, issue share certificates, document the launch board meeting and file the first annual return.

4. When to Bring in a Professional

Ideally, from the very start. It’s pretty cheap these days to have a professional company secretary in place, budget between €200 - €400 per year.

Open Forest will, of course, do it for a lot less than that so check out our pricing page!

Even though, at the start, every cent counts, it’s worth paying for a professional company secretary for the first year at least, so that they can show you the way forward. If, after the first year, you think you can take it in house, then feel free to do so.

As your startup grows, the workload and complexity of managing compliance tend to increase. That’s when you might want to consider hiring a professional company secretary like Open Forest, if you started off doing it yourself. A professional brings a wealth of experience in corporate governance, knows all the tricks to stay compliant, and can help you avoid any nasty surprises.

Plus, having a professional in this role can add credibility to your company, especially when you’re talking to potential investors. It shows you’re serious about governance.

5. Final Word

From our own experience, it’s easy to think of the company secretary as just another tick-box requirement, but they actually play a key role in protecting your company and keeping things running smoothly. While it might make sense to appoint a director or trusted friend at first, keep in mind the value of bringing in a professional as you grow. It could save you time, stress, and potentially a lot of money down the line.

In the end, it's about striking the right balance between practicality and compliance. Whatever you decide, make sure you're aware of the responsibilities involved and get the right support when you need it.

Let us leave you with this fact: the CRO issued €8.2 million in “late filing fees” in 2023. Don’t be a part of that.

How Can Open Forest Help?

‍Open Forest offers the cheapest and fastest incorporation packages in Ireland including holding companies for €99 including CRO fees, VAT and access to the Open Forest platform so you can keep track of all of your legal, tax and accounting obligations - at no additional cost.

Choose from one of our incorporation packages here and we will take care of the rest.

Frequently Asked Questions (FAQs)

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What is the role of a company secretary in Ireland?

A company secretary ensures legal compliance by filing annual returns, maintaining statutory registers, organising board meetings, keeping minutes, and advising on corporate governance.

Does an Irish company need a secretary?

Yes, every company in Ireland must have a company secretary by law. This is a mandatory requirement regardless of company size.

What power does a company secretary have?

Company secretaries have the power to organise official meetings, maintain statutory records, and advise the board on legal compliance.

Do I need a professional company secretary when starting my business in Ireland?

While not mandatory, it's recommended to hire a professional for at least the first year to establish proper procedures and understand compliance requirements. After that, you can choose to manage it in-house.

How much does a professional company secretary cost?

Professional company secretary services typically cost between €200-€400 per year, though some providers may offer lower rates.

What happens if I miss filing deadlines with the CRO?

Missing filing deadlines can result in large fines, loss of audit exemptions (requiring annual audits costing €2,000+, and other penalties.

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