The Company Secretary & The Companies Act 2014

The Companies Act 2014, which commenced on 1 June 2015, retains the requirement for a company secretary. The new Act places the added responsibility on the Board of directors to ensure that the company secretary has the requisite knowledge and experience to discharge the functions of secretary of the company and to maintain the records as required by the Act.  Furthermore, the company secretary will be required to sign a declaration acknowledging the existence of the company secretary’s duties on appointment.

The role of the company secretary will be particularly important during the transition Phase from 1 June 2015 to 30 November 2016 in ensuring that private companies limited by shares elect to convert to a suitable new model company (LTD or DAC).

A Body Corporate can act as a company secretary under the new legislation and the engagement by the company directors of specialist company secretarial agents to act in this capacity can reduce their compliance risk.

Some of the duties and responsibilities of a company secretary under the Companies Act are set out below:

What is a company secretary?

A company secretary is someone who carries out the administrative and legal duties of the company. Usually, the directors appoint the company secretary. A company secretary can be either a person or a company that specialises in providing such services to other businesses.

Do companies have to appoint a company secretary?

Yes, by law every company must have a company secretary.

What does the company secretary do?

The role of the company secretary is to:

• carry out the instructions of the company directors;
• help make sure that the company obeys both the law and the rules in its constitution; and
• prepare and maintain the company’s legal documents.

Who can be a company secretary?

There are no formal qualifications needed to become the company secretary of a private company. However, the company secretary of a public limited company (PLC) must have either:

• a relevant qualification from the Institute of Chartered Secretaries and Administrators (ICSA); or
• at least 3 years’ experience as a company secretary.

Directors must make sure that the person they appoint as company secretary has the skill to carry out their legal and other duties.

How is the company secretary appointed?

When the company is set up, the directors appoint a company secretary and include that person’s name in the constitution documents sent to the Companies Registration Office (CRO) to register the company.

If that company secretary is replaced later, the directors will appoint a new company secretary. When a company secretary is appointed, they must agree in writing to act as company secretary.

A company secretary may be one of the directors. However, if the company has only one director, it must appoint a separate company secretary.

What are the main duties of the company secretary?

These include:

• maintaining the company’s registers including the:
  • register of members, and
  • registers of directors and company secretaries and theirinterests in shares and contracts in the company;
• arranging the company’s annual general meeting (AGM) and extraordinary general meetings (EGMs), if needed, and sending the relevant documents for those meetings to the members;
• organising meetings of the board and its sub-committees and making sure that the directors have the documents they need so that they can consider the issues to be discussed;
• preparing the minutes of company general meetings and meetings of the board and its sub-committees. The minutes describe what was said and agreed at the meeting;
• making the company’s registers, minute book and other relevant documents available for inspection by the board and the public;
• sending updated information and documents on time to the Companies Registration Office (CRO) and other relevant bodies;
• publishing legal notices in the media;
• keeping custody of the company seal – a device with the company’s name engraved on it for stamping company documents; and
• giving the directors legal and administrative support.

Dylan Byrne is a Director in OSK. Contact OSK accountants for more details on the Companies Act 2014 or in relation to any company secretarial matters on  01 439 4200.