Irish Law Times

The Companies Act 2014 and Company Secretaries

A company secretary holds office based on the concept of independence and trust, reflecting the confidentiality of the role. He/she is key to the application of best practice in corporate governance which is increasingly critical to an organisation’s reputation and success.

Company secretaries generally are one of the company’s named representatives on legal documents. It is also their responsibility to communicate with shareholders and other stakeholders transacting with the company.

Every company, by law must have a company secretary. The company secretary generally holds office as a senior manager in a company and may be a board member in a large public company. The company secretary is a communicator, facilitator, arbitrator, trainer and advisor to the board, the company’s shareholders and the regulatory authorities such as the Companies Registration Office (the “CRO”) and Revenue Commissioners. The company secretary should be independent in providing advice, suitably qualified and aware of the rights, duties and obligations he/she owes to each grouping in the company structure.

As a result of the Companies Act 2014 (“CA”) it is no longer the secretary’s duty to ensure that the requirements of the Companies Act are to be complied with by the company.  This was the position under the previous per section 383 (3) of Companies Act 1963 whereby it was the duty of each director AND secretary to ensure that the company complied with the companies acts.

The new provision under 223 CA 2014 refers only to directors. It is giving effect to the reality that secretaries have little or no statutory power to procure compliance, their role being no more or no less than that set by the board of directors. This applies equally where the company secretary is a body corporate.

However, this change should not be interpreted as placing lesser burden on company secretary…

 

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