Buying And Living in a Multi-Unit Development Property in Ireland
11. Company Secretary
11.1 Introduction
All companies must appoint a company secretary. In general, the role of a secretary is administrative and persons do not require any specific qualifications to undertake the role.
The company secretary is obliged to ensure that the company complies with company law and abides by the rules set out in the articles of association.
11.2 What does the company secretary do?
It is permissible for the secretary to be one of the directors of the company. In relation to management companies the most common tasks they perform may include:
- Providing administrative support and guidance to the board of directors;
- Ensuring that the board's decisions and instructions are properly carried out and communicated;
- Ensuring that the company complies with statutory requirements and that statutory forms are completed and filed on time in the CRO;
- Ensuring that those entitled to do so may inspect company records;
- Supplying a copy of the company's accounts to every person who is entitled to receive notice of general meetings;
- Convening meetings of members;
- Maintaining the statutory registers and minute books.
- Recording the minutes of meetings.
11.3 What are minutes?
Minutes are the written record of a meeting. Companies must keep minute books in which a written record of the proceedings of general, directors and annual general meetings are kept.
The books containing the minutes of meetings must be kept at the company's registered office and available to any member of the company to inspect.
11.3.1 What should the minutes record?
There is no standard format or type of information that should be recorded in the minutes.
However, the Office of the Director of Corporate Enforcement has set out guidance outlining the type of information and details that should be considered being recorded by the company secretary when taking the minutes of meetings. Read the checklist
11.4 How does somebody resign as a company officer e.g. director/secretary?
If you wish to resign as either a company director or secretary you must notify the company in writing of your decision.
You should try to give the company as much notice of your decision as you can to help ensure there is sufficient time for the company to appoint a new director or secretary.
The company must also inform the CRO within 14 days of the change of director occurring. Where there has been continuing failure by a company to inform the CRO that you have ceased to be a director or secretary, there is another procedure which enables you to do so.
Please note that there are specific procedures in place to deal with this process. Resigning officers and those continuing to serve as directors should contact the CRO directly for advice in this regard.