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’ Responsibilities
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.

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New Guidance Available

The ODCE has issued:-

7 new information booklets, and

10 new Quick Guides based on the Companies Act 2014. 

What's New


The ODCE remain available to speak, free of charge, to interested groups on company law topics.