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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