Secretaries' duties in Ireland: Appointment, responsibilities & liabilities under the Companies Act 2014

Under Section 129 of the Companies Act 2014 ("the Act”), every Irish-registered company must have a company secretary, who may be an individual or a corporate body, appointed by the directors.  A director may also act as secretary provided the company has more than one director. Where a company only has one director, that person cannot also act as secretary. The secretary must have the skills and resources necessary to discharge their statutory duties and the board determines the scope of the secretary’s duties, in addition to statutory and other legal duties.

Bitesize briefing

• Mandatory role: Every company must appoint a secretary; a single-director company must have a different individual or body corporate as secretary.
• Board duty on appointment: Directors must ensure the appointee has the skills or resources to discharge statutory and other duties; the secretary must be at least 18 years old and cannot be an undischarged bankrupt.
• Core responsibilities:  The secretary’s role includes maintaining statutory registers, coordinating and attending board and general meetings, drafting minutes of board and general meetings, maintaining minute books and records, and filing statutory and other documents with the Companies Registration Office (CRO). 
• Co-signing & dual capacity: The B1 annual return is signed by one director and the secretary; the same individual may not sign in both capacities.
• Liability: Secretaries can be prosecuted as “officers in default” where they authorise or permit company law breaches.

Appointment & eligibility

The secretary is appointed by the directors for such term, at such remuneration and upon such conditions as the directors may think fit, and a secretary may be removed by the directors. The directors have a duty to ensure that the secretary has the necessary skills or resources to perform their statutory and other duties. A secretary must be at least 18 years old and may not act if they are convicted of an offence or an undischarged bankrupt; a body corporate may act as secretary. For single-director LTDs, the sole director cannot also be secretary.

Core responsibilities in practice

• Maintaining the statutory registers, books and records
• Supporting board and general meeting processes, and recording and retaining minutes as required under the Act
• Advising the board on legal obligations and ensuring the company complies with its own constitution
• Communication with the CRO, auditors and Revenue
• Preparing and coordinating execution and accurate, timely statutory filings with the CRO

When completing annual returns, the CRO requires a wet ink signature by one director and the secretary or an authorised electronic filing agent where appointed. The same person cannot sign as both director and secretary, as dual capacity is prohibited.

Delegated duties & governance support

Beyond statutory tasks, the board may delegate wider responsibilities (e.g., coordinating meetings and advising on governance and process) consistent with the Act’s framework that the secretary’s duties are those delegated by the directors, in addition to statutory duties.

Liability: “officer in default”

While the overall responsibility for company law compliance now rests with the directors, the secretary may still be prosecuted as an “officer in default” – that is, any officer who authorises or, in breach of duty, permits the default.

How Crowe can help you

We provide company secretarial guidance and support to clients to promote strong corporate governance and ensure full compliance with the legal and regulatory frameworks that govern their business. We work closely with clients and support their in-house company secretaries with:

• Maintaining books and records and updating statutory registers, including the register of beneficial ownership
• Promptly notifying the CRO of changes in company officers and registered address
• Monitoring statutory filing deadlines
• Preparing and filing annual returns with the CRO to meet their filing obligations