The following sections set out the primary responsibilities of companies, company directors and/or secretaries under the Companies Acts, under secondary legislation and related case law. Further information on the roles of companies, company directors and/or secretaries can be found in the ODCE Information Books which are available for download at the end of this page.
Companies’ principal duties are as follows:
- To keep adequate accounting records (Section 281 Companies Act 2014);
- To prepare annual financial statements (Sections 290 & 293 Companies Act 2014);
- To have financial statements audited (Section 333 Companies Act 2014), (unless audit exemption is availed of);
- To maintain certain registers and documents;
- To file certain documents with the Registrar of Companies;
- To hold general meetings of the company.
Company Directors’ Responsibilities
Company directors' responsibilities are wide and diverse. Their duties arise primarily from two sources: statute (Acts of the Oireachtas and other legislation e.g. EU Regulations) and common law.
A director on appointment consents to the role and signs a statement to the effect that "I acknowledge that, as a director, I have legal duties and obligations imposed by the Companies Act, other statutes and at common law". It is the duty of each director of a company to ensure that the Companies Act is complied with by the company.
Directors’ common law duties can be summarised into three principles:
- Directors must exercise their powers in good faith and in the interests of the company as a whole.
- Directors are not allowed to make an undisclosed profit from their position as directors and must account for any profit which they secretly derive from their position as a director.
- Directors are obliged to carry out their functions with due care, skill and diligence.
- Directors’ statutory duties are as follows:
Duties as a company officer under the Companies Acts;
- Duty to keep adequate accounting records;
- Duty to prepare annual financial statements;
- Duty to have annual financial statements audited;
- Duty to maintain certain registers and other documents;
- Duty to file certain documents with the registrar of companies;
- Duty of disclosure of certain personal information;
- Duty to convene general meetings of the company;
- Duties of directors of companies in liquidation and directors of insolvent companies
Company Secretaries’ Responsibilities
A company secretary’s main functions are to oversee the company’s day to day administration.
Their main statutory duties include:
- signing the company's annual returns and certifying the financial statements;
- disclose certain personal information, such as: name, residential address;
- making out the statements of affairs in the winding-up of a company.
Their main administrative duties include:
- keeping the company's minutes of meetings;
- keeping, and making available for inspection the company's registers, such as register of members;
- communicating with the company's members, for example - notifying the members of meetings.