Under the Companies Acts, every Company registered is obliged to have a Company Secretary. One of the Directors may act as Company Secretary. A Company can also act as a Company Secretary.
No formal qualifications are required, although qualifications can be available. There are Certificates and Diplomas available in Irish Company Secretarial Practice and an Association, the ICSA, assisting those acting as Company Secretaries.
The Secretary shares the duties of the Director in ensuring that the Companies Acts are complied with by the Company. The functions of the Secretary are generally to organise and manage the Board of Directors and to make sure that the Board have the administrative, legal and accountancy advice needed to carry out their works. They are also responsible, as are the Directors, to ensure that the company is in compliance with all legislative requirements and also communicates with Shareholders, when necessary.
The Directors generally delegate the maintaining of the Registers and Minute Books to the Secretary, the convening of meetings, and the completion of Forms for the Companies Office. The Secretary must also sign any Resolutions and deliver those to the CRO that might be passed by the Company.
Every Company has to have a seal which is its corporate signature. The Secretary generally is responsible for the safe keeping of the seal.
It is important to note that for Companies incorporated under earlier pieces of legislation, before the formation of the Irish State, certain documents must be signed by the Director AND Secretary whereas pursuant to the 1963 Companies Act, it can be signed by a Director and Secretary or two Directors. Care must be taken with the Memorandum & Articles of Association to make sure that this distinction is not accidentally overlooked.