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In Ireland, every company is legally obliged to appoint a company secretary.  The company secretary is a communicator, facilitator and legal advisor to the board and the company’s shareholders.  The company secretary also has ongoing communications with regulatory authorities such as the Companies Registration Office (the ’CRO’) and Revenue Commissioners.  The company secretary should be independent when providing advice, suitably qualified and aware of the rights, duties and obligations of directors, shareholders and other third parties.

What is a company secretary?

A company secretary’s appointment is based on the concepts of trust and independence, reflecting the confidentiality of the role.  Company secretaries generally are one of the company’s named representatives on legal documentation and it is their responsibility to ensure that the company and its directors operate within the remit of their roles, providing guidance to enable compliance with relevant legislation.

Who can act as a company secretary?

A company secretary can be a legal or natural person.  There is no legal requirement for the company secretary of a private company to have professional qualifications or any previous experience.  However, here is what the Companies Act 2014 says about the appointment of a company secretary:

“The directors of a company shall have a duty to ensure that the person appointed as secretary has the skills or resources necessary to discharge his or her statutory and other duties.”

There are specific legal requirements for the appointment of a company secretary for a publicly traded company.  The secretary (or, each joint secretary) of a public limited company must prove to the directors to have the necessary knowledge and ability to fulfill the function of the position.

The company secretary may be qualified by way of membership of the Institute of Chartered Secretaries and Administrations (ICSA), which is the qualification specifically available for company secretaries.  Chartered secretaries are employed as chairs, chief executives and non-executive directors, as well as executives and company secretaries.

With the increasing focus in recent years on corporate governance in Ireland, compliance and corporate governance are of concern to every business.  Failure to comply with company law and regulatory requirements can have damaging consequences, in terms of financial penalties and damage to a company’s reputation.

Given this, the role of the company secretary has grown in importance.  In many ways, the company secretary is now seen as the guardian of the company’s proper compliance with both the law and best practice.