Company Secretary

01. What is a company secretary?

A company secretary is a person or company appointed to oversee the company’s administration and acts in accordance with the directors’ instructions.

Please refer to ODCE Quick Guide and Information Booklet on Company Secretaries 

02. Is there a requirement to have a company secretary?

Yes. Every company is required by the Companies Act to have a company secretary.  

03. How is the company secretary appointed?

The first company secretary is the person named in the incorporation documents filed in the CRO. The directors of the company normally make subsequent appointments as secretary. The rules governing the secretary are normally set out in the Company’s own Constitution (Articles of Association).

04. Are companies required to keep a register of Directors and Secretaries?

Yes. All companies are required to keep a register of its directors and secretaries (Section 149 Companies Act).  The right to inspect or request copies of the register are set out in Sections 215 to 217 of the Companies Act.

Court Rulings

The Director of Public Prosecutions v Mary Donnelly


Woman pleads guilty to Fraudulent Trading

Acting on the directions of the Director of Public Prosecutions, Gardai from the ODCE this morning arrested a woman and charged her with one count of fraudulent trading contrary to section 297 of the Companies Act 1963 (as amended). The woman was brought before Limerick District Court, where, following evidence of arrest, charge and caution she entered a plea of guilty and was sent forward for sentencing to the next sitting of Limerick Circuit Criminal Court.

Full details of the charge are set out below:

"That you Mary Donnelly, between the 1st day of January 2013 and the 25th day of October 2013, both days inclusive, within the County of Limerick, were knowingly a party to the carrying on of the business of a company Shannonside Audio/Video Limited for a fraudulent purpose namely the dishonest solicitation of payments from Close Invoice Finance Limited trading as Close Brothers Commercial Finance by furnishing false or misleading invoices: Contrary to Section 297 of the Companies Act, 1963 as substituted by Section 137 of the Companies Act, 1990."

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