Incorporating a company is a single event. Keeping it compliant is ongoing, and that ongoing administration is what company secretarial support actually covers. This guide sets out what’s involved, what a company secretary is responsible for, and what remains with the company’s directors.
What Company Secretarial Support Covers
Every Irish company must have a company secretary. For an LTD, this can be one of the directors or a separate appointment; a DAC’s secretary is also typically a separate appointment given its additional governance requirements. The role centres on keeping the company’s statutory obligations current: filing with the CRO on time, maintaining the company’s registers, and ensuring changes to the company are properly recorded.
Annual Return Requirements
Every company must file an annual return with the CRO. The first is due 6 months after incorporation and doesn’t require financial statements. Every annual return after that must be filed within 56 days of the company’s Annual Return Date (ARD), with financial statements attached. Missing this deadline has real consequences beyond a late fee: it can result in the loss of audit exemption for the following two years, and persistent non-filing can lead to the company being struck off by the CRO.
Statutory Registers
Every company is required to maintain a set of statutory registers, including a register of members, a register of directors and secretaries, and, where relevant, a register of directors’ interests. These registers need to be kept accurate and up to date as the company’s circumstances change, and are what demonstrates the company’s compliance if ever reviewed.
Notifying Changes to the CRO
Certain changes to a company must be notified to the CRO within a set timeframe, typically using Form B10 for a change of director or secretary and Form B2 for a change of registered office. Share allotments and constitutional amendments (such as changing the company name or amending its constitution) also require their own filings. These aren’t optional administrative steps: an unfiled change means the CRO’s public record of the company is out of date.
Beneficial Ownership Updates
Beneficial ownership isn’t a one-time filing. Whenever the individuals who own or control more than 25% of the company change, for example through a share transfer or a new investor, the RBO filing needs to be updated to reflect it.
Designated Activity Companies: Additional Requirements
A DAC’s governance requirements go slightly further than an LTD’s: it must have at least two directors rather than one, and it’s required to hold an Annual General Meeting (AGM) each year. Its constitution also defines the specific activities it’s permitted to carry on, so an amendment to that scope is a constitutional change in its own right.
What Remains With the Company’s Directors
Company secretarial support keeps the administration current, but it doesn’t replace the directors’ own duties under the Companies Act 2014: directors remain responsible for the company’s decisions, for acting in its interests, and for the accuracy of the information provided for filing. RizFin can act as company secretary directly, under its authorisation as a Trust or Company Service Provider (TCSP), with the scope and responsibilities of any such appointment established as part of the engagement.
Frequently Asked Questions
Can a director also be the company secretary? For an LTD, yes, provided the company has at least one other director. A sole director cannot also act as the company’s secretary.
What happens if an annual return is filed late? The company loses its audit exemption for the following two years, and the CRO may apply late filing penalties in addition to pursuing strike-off for persistent non-compliance.
Does a change of director need to be filed immediately? It needs to be notified to the CRO within the statutory time limit from the date of the change, not at the next annual return.
Is an AGM required for every company? No. An LTD can dispense with an AGM by unanimous written resolution of its members; a DAC is required to hold one.
Final Thoughts
Company secretarial administration is easy to underestimate because none of it is visible until something is missed. Keeping registers current and filings on time is what keeps a company’s CRO record, and its directors, properly protected.