Company secretaries are set to play an even more pivotal role in the management of Irish businesses, thanks to new legislation passing through the Dáil. Head of the Company Secretarial and Compliance at LK Shields, Alan Browning, and his team explain why.
Although it would seem that the role of the company secretary has been devalued in the UK, where private limited companies are no longer required to have one, it remains an important position in Ireland and a compulsory office that companies here must fill. Indeed, the Companies Bill, 2012 will place a new obligation on the directors of private companies to appoint a suitably-qualified individual as their company secretary. This obligation was previously imposed only on the directors of public companies.
All companies registered under the provisions of the Companies Acts, 1963-2012 are required to have a company secretary and this requirement will continue when the Bill becomes law.
The responsibilities of the company secretary have evolved to include the development and implementation of policies to promote good corporate governance within the company. Following the enactment of the Bill, the company secretary will be required on appointment to sign a declaration acknowledging the existence of their statutory duty in recognition of their complex role.
A company secretary is obliged to exercise due care, skill and diligence while performing the duties that can reasonably be expected from a person of their level of knowledge and experience. A number of duties are imposed on the officers of a company by the Companies Acts but few of these are the secretary’s exclusive responsibility; they tend to be tasks that may be performed by the secretary and directors of the company. However, depending on the nature and size of the company, a company secretary may have many other general administrative duties.
Some of the more important administrative duties undertaken by the company secretary are as follows:
- Convening board meetings and general meetings;
- Ensuring that board decisions and resolutions are documented as a correct record through the taking of accurate minutes;
- Providing comprehensive legal and administrative support and guidance to the board of directors and acting as the go-to person for matters relating to corporate governance;
- Maintaining the company’s minute books and statutory registers;
- Making statutory and other filings to the Companies Registration Office;
- Administering share transfers and communicating with shareholders; and
- Publishing notices and ensuring that the company letterhead contains the appropriate details.
The Companies Acts impose a number of obligations and penalties on officers of a company should they fail to comply with the legislation. Where the focus of the officers is on the business and operational side of the company, it is often difficult to focus on the statutory obligations, particularly where a company does not have a defined resource for this purpose.
The company secretarial and compliance team at LK Shields, Solicitors are highly skilled in delivering a solution-focused approach to ensure that your company meets its compliance requirements in the most cost-effective manner. If you have any concerns about your company’s obligations and requirements, please do not hesitate to get in touch.
