Company Secretary duties
By: Wiebke Wolter
A Company Secretary’s duties is a required function for every company that is registered under the Companies Act 1963-2013 in Ireland. The Secretary can either be an individual or a body corporate (but not to itself). The immediate disclosure of the Secretaries personal information such as name, address, and shares or debentures in the company, is just the first duty among many of other important ones.
The most important task of a Company Secretary is to ensure the company’s compliance with the law and its own regulations. Therefore he/she has to fulfill several administrative tasks as explained in the following.
To assure the former, it is essential for the Secretary that whenever the filing of a form is due he/she chooses the right form, files it within the prescribed time limit and executes it on behalf of the company together with the directors. Such events can be the Annual Return, the change of a director, or the change of a shareholder. He/she has to carry out required public announces, publish statutory notices and communicate board decisions.
He/she certifies and verifies documents where required and is obliged to take care of the company name, i.e. it has to appear outside the place in which the business is carried on.
To comply with the rules of the company the Secretary has to arrange upcoming meetings, inform the members about the meetings and provide them with appropriate documents. He/she has to write the minutes and keep them safe, maintain the Company Register and grant the board, the public and inspectors access to it. Furthermore, he/she is responsible for safekeeping the company seal.
A Company Secretary is also involved in keeping the day to day business running by interacting with the staff, customers, suppliers, media, and directors. Possible tasks can be the supervision of mails, handling job applicants, signing cheques, preparing accounts, and whatever the directors authorized him/her to do additionally. He/she has to provide the directors with legal and administrative support as far as possible. As part of the usual administrative duties it is the Secretary’s power to make contracts on behalf of the company.
A Company Secretary has to perform all these duties and powers with due care, skill and diligence, as he/she can be held liable for any breach of the Companies Act.
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