Secretaries duties under the Companies Act 2014
The Act imposes new duties on directors when appointing a company secretary in that they must ensure that the person appointed as a secretary has the necessary skills to discharge his or her responsibilities or has access to such skills. On a practical level all company secretaries will have access to the internet, the Companies Registration Office and the company's own accountant or other professional advisor. Therefore at a practical level the company secretary is not required to hold a formal qualification.
The main statutory, common law and contract duties of a Company Secretary are:
- Such duties as delegated to him/her by the company's board of directors.
- Co-signing the annual return with one of the directors.
- Maintaining statutory registers.
- Maintaining up to date minutes of Board meetings and the AGM.
- Ensure that all filing requirements with the Companies Registration Office and the Revenue Commissioners are filed accurately and on time.
A big change for company secretaries under the Companies Act 2014 is that the statutory responsibility of the secretary to ensure compliance with the Companies Acts under the Companies Act 1963 has being removed from the Companies Act 2014. Under the Companies Act 2014 ensuring compliance with the Companies Acts rests solely with the directors of the company. However, the company secretary may still be open to prosecution as an officer in default for failure of the company to comply with a relevant requirement.
The Companies Act 2014 also states that company secretaries owe some fiduciary duties to the company. However, unlike with directors, the Act does not specify exactly what these duties are. The company secretary may be held liable for any loss resulting from a breech of duty.
The role of the company secretary will also be very important during the transition phase of the Companies Act 2014 in ensuring that private companies limited by shares elect to convert to a suitable model whether that be a Designated Activity Company or a Limited Company. This is set to be from the 01st June 2015 to the 30th November 2016.
Further information on the secretaries duties is available from the Companies Registration Office and from the Companies Act 2014 section of our website. If you require further information or a second opinion then please contact Shane Grennan.