Do You Really Need a Company Secretary in Ireland?

Time to read:

minutes

Who should read this?

This article is for business owners and directors of Irish companies who want to understand their obligations regarding company secretaries.

If you are starting a new company in Ireland or reviewing your current company secretary arrangements, this guide will help you make informed decisions.

Key Takeaways

Every Irish limited company must have a company secretary by law, but they don't always need to be a professional corporate service provider
The company secretary has significant legal responsibilities, including maintaining statutory registers, filing annual returns, and ensuring company compliance
If your company has only one director, that person cannot serve as both director and company secretary - you'll need to appoint someone else
While family members or friends can act as company secretary, using non-professionals increases compliance risks and potential personal liability
Early-stage founders often appoint a second director or trusted associate (even friends and partners) as secretary, but this approach requires careful consideration
Professional company secretarial services typically cost between €200-€500 annually, depending on the complexity of your business
Changing your company secretary is a straightforward process that requires filing a B10 form with the Companies Registration Office

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Under Irish law, every limited company must appoint a company secretary.

This requirement stems from the Companies Act 2014, which establishes the company secretary as a key officer alongside the directors. While this role might seem like a formality, it carries significant responsibilities that directly impact your company's compliance and governance.

1. The Role and Responsibilities

A company secretary serves as the formal representative of your company in terms of administration and compliance. They act as an officer of the company and share certain legal responsibilities with the directors. Their position is crucial for maintaining good corporate governance and ensuring the company meets its statutory obligations.

Your company secretary must undertake various important tasks throughout the year.

These include:

• Maintaining statutory registers and ensuring they're up to date

• Filing annual returns and other statutory forms with the Companies Registration Office

• Organising and documenting board meetings and annual general meetings

• Keeping the company's registered office address current

• Ensuring compliance with relevant company law requirements

• Maintaining proper record-keeping of company documents

• Acting as a point of contact for the Companies Registration Office

2. The Reality for Early-Stage Businesses

As an early-stage founder, you might be considering appointing a friend, family member, or another director as your company secretary to save costs. While this is legally permissible, we discuss whether it is a good idea or not below.

Note that if your company has only one director, that person cannot serve as both director and company secretary. This restriction exists to ensure proper corporate governance and oversight.

Many startups opt to appoint a second director, friend, or family member as company secretary. While this approach can work, it's essential to understand that the role carries legal responsibilities, regardless of who holds it.

The appointed person must have the capability and time to fulfill these duties effectively.

3. The Risks of Non-Professional Appointments

Appointing a non-professional as company secretary carries several significant risks. Without proper knowledge of corporate compliance requirements, your company might face:

• Missed filing deadlines leading to late filing penalties

• Incorrect maintenance of statutory registers

• Potential personal liability for the appointed secretary

• Risk of strike-off from the register of companies

• Complications during due diligence if seeking investment

Furthermore, many non-professional secretaries may not fully understand their legal obligations, potentially putting both themselves and the company at risk.

If you do appoint a family member or friend, just be sure that you stay on top of the compliance obligations as director or founder of the company. The responsibility will fall on you, ultimately.

3. Making Changes to Your Company Secretary

If you decide to change your company secretary, the process is straightforward.

Here's what you need to do:

Obtain board approval for the change
File a B10 form with the Companies Registration Office
Update your company's statutory registers
Ensure all company records are properly handed over
Notify relevant stakeholders of the change

The entire process is relatively straightforward for a professional, but there are obvious risks is someone does not know what they are doing.

4. Professional Company Secretary Services: Costs and Benefits

Professional company secretarial services typically operate on an annual fee basis.

The cost structure usually costs €200+ annually.

These fees should include:

All statutory filings
Maintenance of company registers
Annual compliance reviews
Advisory services on corporate governance
Registered office address (in some cases)

While this might seem like a significant expense for a young company, professional services offer peace of mind and can help prevent costly compliance issues.

They ensure your company maintains good standing and can focus on growth while compliance matters are handled expertly.

Remember that the cost of professional services should be weighed against the potential risks and time investment required when managing these responsibilities internally.

For many businesses, the expertise and security provided by professional company secretarial services represent a worthwhile investment in their company's future.

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.

If you are going to skip having a Company Secretary, then you should incorporate through Open Forest so that it will be easy for you to stay on top of your obligations.

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

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Frequently Asked Questions (FAQs)

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Can my spouse or family member be my company secretary?

While legally possible, they must understand and be capable of fulfilling the role's legal obligations. Consider whether they have the necessary knowledge and time to maintain proper corporate compliance.

What are the risks of not having a professional company secretary?

The main risks include missed filing deadlines, incorrect maintenance of statutory registers, potential fines from the CRO, and personal liability for the appointed secretary if things go wrong.

How much time does a company secretary need to dedicate to their duties?

The time commitment varies depending on company size and complexity but typically involves several hours monthly for basic compliance tasks, plus additional time for annual returns and other periodic requirements.

What happens if my company secretary resigns suddenly?

You must appoint a new secretary within 14 days of the resignation. During this period, the directors are responsible for ensuring all secretarial duties are fulfilled, and a B10 form must be filed with the CRO to register the change.

What happens if a company does not have a secretary?

Operating without a company secretary is a breach of the Companies Act 2014. This can result in the company being struck off the register, directors facing personal liability, and potential fines. Additionally, the Companies Registration Office may refuse to accept filings from a company that doesn't have a properly appointed secretary, which can lead to compliance issues and affect the company's ability to conduct business effectively.

Is a company secretary an important role?

Yes, the company secretary holds a crucial position in corporate governance. They are legally responsible for ensuring the company meets its statutory obligations, maintaining proper records, and acting as a liaison with regulatory authorities. While the role might seem administrative, its importance is highlighted by the fact that it's a mandatory position under Irish law, and failure to properly fulfill its duties can result in serious consequences for both the company and its officers.

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