29 April 2016
The Companies Act 2014 (the “Act”) states that every company must have a company secretary and in relation to their duties, the act states:
“The duties of the secretary of a company shall, without derogating from the secretary’s statutory and other legal duties, be such duties as are delegated to the secretary, from time to time, by the board of directors of the Company”.
These duties come from statute, common law and contract and are in addition to those duties as are delegated to the company secretary by the directors. Essentially those duties cover co-signing the annual return with one of the directors of the company, maintaining the statutory registers, maintaining up to date minute books of meetings of the Board and the Annual General Meeting. They also ensure that all filings made in the Companies Registration Office and the Revenue Commissioners are made accurately and on time. In a public listed company, the duties to be delegated to the company secretary by the directors are likely to be wider.