The Companies Bill 2012 – Continuing Obligation To Have A Company Secretary

14 May 2014

The Companies Bill 2012 (the "Bill”) seeks to retain the position of company secretary.  Although a company may, in certain circumstances, have only one director, it must still have a secretary.  Where a company has only one director that person may not also be the secretary.  The secretary will continue to be appointed, and may be removed, by the board.  The Bill also imposes a duty on the directors of a company to ensure that the person who is appointed as the secretary has the necessary skills to discharge their statutory, legal and other such duties as may be delegated by the directors.  The Bill also prohibits the appointment of an un-discharged bankrupt or a person under eighteen years of age as a director or secretary of a company.

Although the fiduciary duties of the directors have been codified under the Bill, those of the secretary have not.  The duties of the secretary will be delegated by the board of directors.  The Bill removes the current requirement for the company secretary to ensure compliance with the companies acts, acknowledging the lack of power secretaries have to procure compliance.

Some Matters for Consideration Include:

Have You Filed Your Annual Return on Time?

In addition to paying a late filing fee your company will lose its audit exemption if you have not filed the annual return on time.

Are Your Companies Registration Office Filings Up To Date?

In addition to filing an annual return, companies are required to notify the Companies Registration Office of certain events such as a director changing residential address, change of registered office or change of location of certain registers.

Has Your Company Made Any Political Donations?

The notifiable threshold for political donations on annual returns made up to 7 November 2013 or later has been reduced from €5,029 to €200.  Details of any political donations made over this threshold since the last annual return must be disclosed on your annual return.

Is Your Company Website Displaying The Correct Company Information?

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