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Duties & Powers Of A Company Secretary - Ireland

 

Duties and Powers of a Company Secretary   IrelandThe Office of the Director of Corporate Enforcement published information briefings on various Company Law matters in November 2011, one of which covers the principal duties and powers of a Company Secretary under the Companies Act 1963-2009.

The following areas are covered in the briefing: 

  • Qualifications of a Company Secretary;
  • Appointment of a Company Secretary;
  • Duties of a Company Secretary;
  • Powers of a Company Secretary; and
  • Penalties under the Companies Acts.

It is noted in this information briefing that the Director of Corporate Enforcement considers incorporation a privilege with corresponding duties and responsibilities.  Accordingly, the various briefings have been prepared with a non-professional audience in mind to ensure the information is easily understandable.

The following is a summary of the duties and powers of a Company Secretary as outlined in the above mentioned briefing.

Statutory Duties

The majority of a Company Secretary’s statutory duties are set out in the Companies Acts and include the following:

  • Signing the Annual Return;
  • Certifying the Financial Statements attached to the annual return;
  • Making a statement of affairs in a winding up or receivership;
  • Signing relevant application / statutory declaration when re-registering a company as a different type of company; and
  • Making a statutory declaration required for a public limited company before it may carry on business.

A Company Secretary, as an authorised officer of a Company, can also sign tax registration forms and tax returns on behalf of the company.

The taxes acts hold the Company Secretary as one of the responsible officer’s in relation to a company’s tax affairs and failure by the company to comply with the requirements under the taxes acts may lead to additional penalties being imposed on the Company Secretary.

Duty of Disclosure

The Company Secretary must disclose certain information for inclusion in the Company Register, including:

  • Name;
  • Address;
  • Registered office address (if the secretary is a company itself);
  • Interests held in shares and debentures of the company; and
  • Details of any shares or debentures purchased or sold in the company, its holding company, any subsidiary or any subsidiary of its holding company.

Duty To Exercise Due Care, Skill and Diligence

The Company Secretary must exercise due care, skill and diligence that can be reasonably expected from a person with their level of knowledge and experience.

Administrative Duties

Depending on the size of the company, a Company Secretary will have administrative duties which may include the following:

  • Keeping minutes of Board and General Meetings;
  • Maintaining the company registers;
  • Filing documents with the Registrar of Companies within the specified time frame;
  • Communicating with the members of the company;
  • Providing legal and administrative support to directors;
  • Administering share transfers; and
  • Ensuring the company letterhead bears the appropriate details.

Powers

A Company Secretary has the authority to make contracts in relation to the day-to-day administration of the Company.  Outside this remit, the Company Secretary must be authorised by the Directors to enter into contacts of another nature.

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Comments

What about their obligations to report waste, fraud and harm? What powers or duties do they have to blow the whistle when directors do not act in the best interest of the company? What channel do they have to make a protected disclosure (and not risk life and career)?
Posted @ Friday, January 27, 2012 11:35 PM by Karen Martyn
Karen, 
Thank you for your comment. Yes, the role and duties of a Company 
Secretary are indeed complex and extend beyond what was covered in the above blog post. However our post was only discussing the information booklets provided by the ODCE, who developed them with the non-professional in mind. Should you wish to learn further information regarding the other duties you have mentioned, you could contact the ODCE directly.
Posted @ Monday, January 30, 2012 10:19 AM by Pearse Trust
I have, very rarely come accross any article mentioning the powers of a company secretary. However, for the UK, I remember studying a case law which held a contract / cheque signed by the company secretary as valid. Does the Company secretary have binding powers in UK and no binding powers in Ireland?
Posted @ Friday, February 03, 2012 10:55 AM by Komal Shah
Komal, 
Thank you for your comment. The Companies Acts 1963-2009 do not expressly state the duties or powers of a Company Secretary. However, the information booklet issued by the Office of the Director of Corporate Enforcement (ODCE) on the Principal Duties & Powers Of Company Secretaries states the following: 
"A company secretary may, under the doctrine of 'ostensible authority', bind a company, where the action is one within the secretary's usual authority even if the secretary in fact had no authority to act. Outside the usual areas of authority for a company secretary, a company secretary has no authority to make contracts unless specifically authorised to do so by the directors."
Posted @ Wednesday, February 08, 2012 10:32 AM by Sarah Ryan
Yes, a Secretary of a company has no authority to do something without having directors permission. I am a Secretary of a Broadcasting Company, provide legal affairs mainly. In the case of supporting legal affair such as drafting employment contract, I have to report the facts, draft and terms and conditions of a contract to a director and he decides to do as I mentioned and he corrects and if he can't accept some terms and conditions which doesn't derogate national laws, I erase some terms and conditions and redraft for that. So, Secretary has to do with consent of a Director.
Posted @ Friday, February 10, 2012 4:39 AM by Nay Aung
Can a company secretary also be a director of the same company?
Posted @ Sunday, May 26, 2013 12:52 PM by john Mathews
Dear Mr. Mathews, 
 
Thank you for your comment. A Director of an Irish Company may also be appointed as the Company Secretary of the Company.
Posted @ Monday, May 27, 2013 5:38 AM by Pearse Trust
I thought that you may find the statutory duties of the company secretary as contained in our Companies Act of 2008 of interest. These include, amongst other things, the responsibility to inform directors of their duties and powers; to inform the directors of all laws that are applicable to the company; to report any non-compliance to the Companies Act and the company's constitutional documents; and to ensure preparation of minutes of shareholder, board and board committee meetings.
Posted @ Monday, September 16, 2013 1:19 PM by Annamarie van der Merwe
Apologies, might not be "obvious" that I am referring to the law in South Africa! :-)
Posted @ Monday, September 16, 2013 1:20 PM by Annamarie van der Merwe
Dear Ann-Marie, 
 
We always appreciate an overview of the regulations in other jurisdictions. Thank you for your interesting comment.
Posted @ Tuesday, September 17, 2013 5:44 AM by Pearse Trust
Can a company secretary be a paid employee of the company?
Posted @ Wednesday, January 15, 2014 4:52 AM by Jean Fitzpatrick
Thank you for your comment Jean. Yes, in the normal course of business, a company secretary can receive remuneration. However, certain companies e.g., charitable organisations, may specifically forbid payments to officers such as the Directors and Secretary.
Posted @ Thursday, January 16, 2014 5:52 AM by Pearse Trust
I'm Director/Company Secretary, of a ltd company and do this as a volunteer, what powers or duties do I have and what liabilities do i have even doe I'm a volunteer. I finding this a bit overwhelming at present.
Posted @ Tuesday, July 22, 2014 4:16 PM by cody
Thank you for your comment Cody.  
 
Under Irish company law, there is no distinction provided for in relation to specific director types and their duties. As such, directors owe a wide range of duties as directors of a company. Such duties arise primarily from two specific sources; statute and common law. Also, there is no distinction in terms of liability and all directors are equally responsible and therefore equally liable. It is therefore imperative that all directors put in place decision making frameworks, checks and balances to identify, manage and mitigate risk. 
 
Please do not hesitate to contact us if further assistance is required.
Posted @ Wednesday, July 23, 2014 9:42 AM by Pearse Trust
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