Every Irish company must have a company secretary. The secretary can be a director in a company with two or more directors, but a single-director LTD must appoint a different person or eligible corporate secretary.
Key rule: section 129 of the Companies Act 2014 requires every company to have a secretary. The directors must ensure that the appointee has the skills or resources needed to perform the role.
Does every Irish company need a secretary?
Yes. The requirement applies to companies registered under the Companies Act 2014, including single-member and single-director private limited companies. The secretary is an officer of the company, not an optional administrative contact.
The company must not simply leave the position vacant. When a secretary ceases to act, the CRO requires a replacement to be notified, reflecting the statutory requirement that the office remains filled.
Can a director also be the company secretary?
A director may also act as secretary where the company has more than one director. There are two important limits:
- A single-director LTD cannot appoint that sole director as the company secretary.
- Where legislation or the constitution requires an act to be done by a director and the secretary, the same person acting in both capacities cannot satisfy both signatures.
This distinction is one reason the secretary should be treated as a real governance role rather than a name added only for incorporation.
Who can act as secretary?
Depending on the company and the person's eligibility, the role may be held by:
- an individual who is not the sole director;
- one of the directors where there is another director;
- joint secretaries; or
- an eligible body corporate providing company-secretarial services.
The CRO states that a body corporate can act as secretary, but not as secretary to itself. Minors and undischarged bankrupts are also subject to statutory restrictions.
Does a private-company secretary need qualifications?
A private-company secretary does not need a prescribed professional qualification. However, the directors must take reasonable steps to ensure that the appointee has the skills or resources necessary to discharge the statutory and other duties of the role.
Public limited companies have additional competence requirements. A PLC should review the specific rules in section 1112 of the Companies Act and obtain professional advice where needed.
What does an Irish company secretary do?
The precise division of work depends on the company, but common responsibilities include:
- maintaining statutory registers and company records;
- supporting board and shareholder meeting administration;
- recording resolutions and minutes;
- coordinating annual returns and other CRO filings;
- keeping track of the annual return date and filing deadlines;
- updating the CRO after changes to officers or registered details; and
- helping the directors follow the company's constitution and statutory procedures.
Appointing a secretary does not remove the directors' own legal responsibilities. Directors remain responsible for ensuring that the company complies with the Companies Act.
How to appoint or change a company secretary
The first secretary is identified during incorporation. Later changes are notified to the CRO through Form B10 on CORE. The company should:
- approve the appointment or change using the appropriate company decision;
- obtain the incoming secretary's consent to act;
- update the company's internal register of directors and secretaries;
- file the B10 notification through CORE; and
- retain the resolution, consent and filing confirmation.
See our detailed Form B10 guide before changing a director or secretary.
Individual versus professional secretarial service
| Option | May suit | Main consideration |
|---|---|---|
| Another director | Multi-director companies with in-house compliance knowledge | The person must have enough time and skill for the role |
| Employee or other individual | Companies with an experienced administrator | The role carries continuing responsibilities as a company officer |
| Professional service | Single-director LTDs and companies wanting external filing support | Confirm the scope, fees, reminders and document-retention arrangements |
Checks to make before appointing someone
- Confirm that the proposed secretary is legally eligible.
- Document the appointment and obtain consent to act.
- Agree who monitors the annual return date and filing calendar.
- Confirm who holds the statutory registers and original company records.
- Arrange continuity for holidays, resignation or a change of provider.
You can use the Businesses.ie company search to review the current company record and our CRO compliance reminders to track key filing dates.