Company secretary

What is a company secretary?

A company secretary is generally appointed to take on some of the administrative duties a company needs to comply with, although oftentimes their remit may extend beyond this.

Who can be a company secretary?

Any individual above the legal age of 16 can be a company secretary, and no formal qualifications are required for secretaries of Private Limited Companies. However, the secretary cannot be the company auditor or an ‘undischarged bankrupt’.

Can a director also be a company secretary?

A director may also be the company secretary. Note, however, a person holding the two positions cannot sign documents in both capacities where the document requires execution by both offices.

Why would I have a company secretary?

The appointment of secretaries is good for reducing the workload on directors. Note, however, that directors remain ultimately liable for fulfilling their responsibilities even when they appoint a company secretary to carry them out for them.

What are the duties and responsibilities of a company secretary?

As a company officer, they are appointed to take on some of the duties of the directors. Whilst their remit can vary from company to company, the usual role of a secretary involves:

• Completing and filing Annual Returns and Declaration of Annual General Meeting within the given deadline
• Ensuring the safekeeping of all legal documents
• Reporting any significant changes to the Companies Registry
• Arranging any meetings of the directors and shareholders, and ensuring the effective administration and minute keeping of these meetings

Although a company secretary may take responsibility for these duties, the directors remain legally responsible for the lawful running of the company and the preparation and filing of all returns and reports.

Can I appoint or reove a company secretary after the registration of a company?

Yes, a company secretary can be added or removed at any time with appropriate documentation, but these changes must be filed with the Companies Registry.