Module

Company Secretary

Educational material, not professional, tax or legal advice. Figures reflect Irish law as understood when written — check Revenue.ie or a qualified adviser before acting. Not affiliated with or endorsed by any professional body.

• 01The company secretary is a statutory officer
• 02Appointment consent and eligibility
• 03Skills resources and directors' responsibility
• 04Authority and reporting lines
• 05Confidentiality conflicts and professional conduct
• 06Companies Act 2014 architecture
• 07Constitution and default rules
• 08Capacity objects and ultra vires controls
• 09Reserved matters and delegated authority
• 10The annual governance calendar
• 11Compliance register and evidence trail
• 12The chair and secretary working relationship
• 13Ethics independence and escalation
• 14The Irish corporate regulator map
• 15The 2026-2027 legal currency protocol
• 16Choosing an LTD
• 17Choosing a DAC
• 18Choosing a CLG
• 19Choosing a PLC
• 20Unlimited company choices
• 21Investment companies and external companies
• 22Single-member and single-director safeguards
• 23Company name clearance and reservation
• 24Drafting the constitution and subscriber page
• 25Form A1 and activity in the State
• 26Officer consents and PPSN or IPN matching
• 27VIF physical witnessing from 30 April 2026
• 28EEA-resident director bond and real link
• 29Registered office and registered office agent
• 30The first board meeting
• 31Subscriber shares registers and certificates
• 32Opening the bank account and mandates
• 33The company seal and execution
• 34Revenue registration ROS and Form 11F
• 35Initial RBO filing within five months
• 36Business names and trading disclosures
• 37Director eligibility and status
• 38The 25-directorship limit
• 39Appointment by board or members
• 40Form B10 within 14 days
• 41Resignation vacation and death
• 42Removing a director
• 43Restriction disqualification and undertakings
• 44De facto and shadow directors
• 45Section 228 fiduciary duties
• 46Care skill and diligence
• 47Interests in contracts and arrangements
• 48Interests in shares and debentures
• 49Loans credit and connected persons
• 50Substantial non-cash asset transactions
• 51Compliance statements and policy
• 52Directors' duties near insolvency
• 53Board meeting notice and quorum
• 54Agenda papers and decision quality
• 55Conflicts recusal and quorum
• 56Written board resolutions and delegated approvals
• 57Minutes dissent and action logs
• 58Committees terms and reporting
• 59Secretary appointment change and corporate secretary
• 60Succession handover and service providers
• 61The AGM timetable
• 62Dispensing with the AGM
• 63Ordinary business at the AGM
• 64Twenty-one-day meeting notice
• 65Seven-day notice for other EGMs
• 66Short-notice consents
• 67Notice content and electronic platform details
• 68Hybrid and fully virtual meetings
• 69A member-requisitioned EGM
• 70Member-proposed resolutions and special notice
• 71Quorum and adjournment
• 72The chair and procedural fairness
• 73Proxies and the 48-hour ceiling
• 74Corporate representatives and joint holders
• 75Polls and voting records
• 76Ordinary resolutions
• 77Special resolutions
• 78Unanimous written member resolutions
• 79Majority written resolutions
• 80Filing resolutions and constitutional changes
• 81Member-meeting minutes and inspection
• 82The post-meeting completion checklist
• 83Share capital and register architecture
• 84Authorised issued and paid capital
• 85Authority to allot shares
• 86Cash pre-emption rights
• 87Form B5 within 30 days
• 88Share terms and class rights
• 89Share certificates within two months
• 90Calls on shares and unpaid capital
• 91Forfeiture of shares
• 92Share transfers and board registration
• 93Stamp duty on share transfers
• 94Transmission on death and probate
• 95Joint shareholders
• 96Rights issues
• 97Bonus and capitalisation issues
• 98Consolidation subdivision and conversion
• 99Variation of class rights
• 100Redeemable shares
• 101Convertible shares and loan notes
• 102Purchase of own shares
• 103Treasury shares
• 104Dividends distributable profits and DWT
• 105Dividend waivers and unclaimed distributions
• 106Changing the registered office
• 107Alternative locations for statutory registers
• 108The register of members
• 109The register of directors and secretary
• 110Interests registers
• 111The internal beneficial ownership register
• 112Identifying beneficial owners
• 113RBO changes within 14 days
• 114RBO identity matching and access control
• 115RBO discrepancies and non-compliance
• 116Minutes and resolution records
• 117Accounting records for at least six years
• 118The document retention schedule
• 119Inspection copies and redaction
• 120Letterheads websites and order forms
• 121Electronic communications and consent
• 122GDPR records privacy and security
• 123Personal data breach response
• 124CORE EFA and ROS signature controls
• 125Adequate accounting records
• 126Financial year end and Form B83
• 127Approving and signing financial statements
• 128The directors' report and business review
• 129Laying and sending accounts
• 130The first annual return
• 131The 56-day filing window
• 132Changing the ARD
• 133Financial statements and the nine-month test
• 134Online B1 completion and authentication
• 135Late filing fees
• 136The graduated late-return audit-exemption regime
• 137Micro-company thresholds
• 138Small-company thresholds
• 139Medium-company thresholds
• 140Micro and abridged filing regimes
• 141Qualifying for audit exemption
• 142Dormant-company audit exemption
• 143Auditor appointment and reappointment
• 144Auditor removal resignation and notifications
• 145Audit committees and the reporting calendar
• 146Borrowing powers and board authority
• 147Bank mandates loan notes and debt records
• 148Registering a charge within 21 days
• 149The two-stage C1A and C1B procedure
• 150Charge register satisfaction and lender changes
• 151Financial assistance for share acquisition
• 152Summary Approval Procedure master sequence
• 153Declarations timing and independent reports
• 154Reducing company capital
• 155Loans to directors through SAP
• 156Non-cash assets and member approval
• 157Domestic mergers and reorganisations
• 158Section 357 group guarantee filing exemption
• 159Early-warning and solvency controls
• 160Examinership
• 161SCARP for eligible small and micro companies
• 162Receivership
• 163Members' voluntary winding up
• 164Creditors' voluntary winding up
• 165Court winding up and statutory demand
• 166Liquidator forms and reporting calendar
• 167Voluntary strike-off eligibility
• 168H15 resolution advertisement and Revenue sequence
• 169Objection and the 90-day Gazette period
• 170Involuntary strike-off grounds and process
• 171Consequences of strike off
• 172Administrative restoration
• 173Court restoration and the OMC route
• 174Re-registration to another company type
• 175Changing the company name
• 176Altering the constitution
• 177External company branches and accounting documents
• 178Domestic and cross-border mobility
• 179Public and quoted company AGM practice
• 180Irish Corporate Governance Code 2024
• 181Internal-control reporting from 2026
• 182CSRD stop-the-clock and Directive 2026/470
• 183Revised ESRS and the voluntary standard
• 184NIS2 governance horizon
• 185Annual legal update audit and handover
• 186Congratulations on completing the module