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Need a company secretary?
Coddan may provide nominee service for your Irish company.
Whether you require an additional secretary to fulfill minimum Irish requirements, or if you need a nominee to maintain anonymity, Coddan can help. Sign up today for our Irish nominee secretary service for £450 per year. In all situations, we aim to provide the most cost-effective and comprehensive services. Take a look at the other services we offer:
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You can request your Irish company via our online order form. Company formation is usually completed within 5-10 business days. It only takes minutes to enter your details and to submit a registration form.
We provide a wide range of quality and reliable company formation services and administrative support not only to Irish nationals, but also to international clients located anywhere in the world. Why not get started today?
Select a nominee secretary: Click here |
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Nominee Secretary Service for £450 Per Year:
At times, help is necessary from an outside source so that one’s endeavours may be realised. This may also be true for those in the process of forming a new company. This is why Coddan is able to step in and play a part in bridging the gap between your vision and the end result of obtaining your very own company. For those creating a new company in the Republic of Ireland, Coddan has arranged a special type of service that offers the provision of nominee shareholders or officers (Directors and Secretaries). Basically, the purpose of nominees is to either supplement the number of officers in your Irish company to reach the minimum legal requirements, or, alternatively, nominees may also provide you with a way to achieve anonymity from their limited company. This means that you can remain anonymous and have no real links between you and your company, as no personal details would be recorded at the CRO in Ireland. Instead, the names of our nominee officers and/or shareholders would be indicated in the corporate documents. Ultimately, the names of the company's beneficial owners are not disclosed to the CRO, so that clients are ensured the utmost confidentiality. Some may consider the cost of anonymity to be priceless; however, Coddan provides 1-year nominee secretary service for £450, which includes the appointment of a physical individual as a company officer.
Purpose of a Nominee Secretary:
Every Irish limited company must have a Company Secretary (Companies Act 1963 section 175 (1)) who will perform a variety of tasks crucial to the smooth running of the company, so let us provide you with a company secretarial service to ensure that important statutory requirements are fulfilled, leaving the secretarial duties to us.
The duties of our nominee secretary will include:
 Maintenance of the register of directors and secretary
Issuance of share certificates and recording of transfers of shares
Maintenance of the Register of Members and Debenture Holders
Arrangement for changes to be registered and recorded in the Register of Charges
Initial filing of documents at the Companies Registration Office
Preparation and submission of the company’s Annual Return
Qualifications of a Company Secretary:
A person requires no formal qualifications to become a company secretary; in fact, a secretary is also not required to be a member, or shareholder, of the company unless the articles of association specifically provide for this. Certain parties, such as other corporate bodies, undischarged bankrupts, auditors of the company, or other disqualified persons are NOT eligible to act as company directors.
The Companies Acts also imposes no restriction on the minimum age of company secretaries; however, the CRO will actively discourage the appointment of anyone under the age of 18 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position, and for the most part, they will not have the experience necessary to perform the duties of a company secretary. Clients should always bear in mind the impact on the credibility of their company and realise that who they appoint of officers may affect the status of the public record of their company.
What are the Secretarial Duties?
In addition to ensuring that the company complies with the law and observes its own regulations, a company secretary may be assigned other functions in the company's articles of association, or they may be delegated by the company's directors. A number of duties, including statutory duties; duties of disclosure; the duty to exercise care, skill and diligence; and administrative duties, are imposed on the company secretary by the Companies Acts. In fact, in reality, most of these duties tend to be tasks which may be, or are required to be, performed by the secretary and a director of the company.
The company secretary, as an officer of the company, is under an indirect duty to comply with the company's obligations under the Companies Acts. A company secretary is in default when an unlawful event is authorised or permitted to take place under his or her duty as a secretary. When a secretary, is in breach of compliance with any provision of the Companies Acts by making a false statement, producing a false document, being aware that a statement or document is false, or performing recklessly in the conduct of his or her duties, the secretary may suffer certain consequences.
Duty of Disclosure:
The secretary is obliged to disclose certain information for inclusion in the Register of Directors and Secretary and the Register of Directors' and Secretary's Interests. The information that must be disclosed is the name,
address, registered office address (if the secretary is itself a company), interests held in shares, debentures of the company, and details of any shares or debentures purchased or sold in the company, its holding company, or any branches.
Duty to Exercise Due Care, Skill and Diligence:
A company secretary has a duty to exercise due care, skill and diligence in their position. The secretary can be held liable for any loss arising as a result of their negligence. However, the secretary need not exhibit in the performance of their duties a greater degree of skill than might reasonably be expected from a person with their level of knowledge and experience.
Administrative Duties:
In addition to the duties imposed specifically by statute, a company secretary has a number of important administrative duties, which will vary depending on the nature and size of a company. For example, administrative duties may include:
Keeping the company's minutes of board and general meetings on behalf of the directors;
Maintaining, and making available for inspection, the various company's registers on behalf of the directors;
Ensuring that documents, including the company’s Annual Return, are filed with the Registrar of Companies within the prescribed time limits;
Communicating with the company's members (notifying the members of meetings of the company, details of proposed resolutions to be considered, circulating them with copies of the annual financial statements, etc);
Delivering copies of special and certain other resolutions passed by the company;
Publishing statutory notices as required;
Administering share transfers;
Custody of the company seal;
Ensuring that the company's obligations, with regard to its name, are in compliance; and
Ensuring that the company's letterhead bears the appropriate details.
Furthermore, depending on the nature and size of the company, a company secretary may also be authorised by the directors to sign cheques, supervise incoming and outgoing mail, prepare accounts, maintain the company’s books and records, swear affidavits (legal documents), or approve the appointment of new officers.
What is the Annual Return?
An Annual Return (Form B1) is a document that sets out certain prescribed company information that is required to be delivered by a company, whether trading or not, to the CRO once at least in every calendar year. This document is a snapshot of certain company information at that specific point in time. It must contain the following information: the name of the company; company registration number; company type; registered office address; principal business activities of the company; name and address of the company secretary; name, usual residential address, date of birth, nationality and business occupation of all the company's directors; as well as information about the shareholders and share capital of the company.
An annual return must be delivered to the CRO not later than 28 days after its effective date. This means that if an annual return is made u Returns which are filed late with the CRO incur a substantial late filing penalty. Also, if a company requires extra time to file its return, an application may be made to the High Court, following notice to the CRO, for an order extending the time for filing of a particular annual return. If granted, this allows the company extra time to file that return before the late filing penalty is incurred.
Keeping up with all of the requirements of the CRO is now more complicated and time-consuming than ever. Our professional and experienced staff can offer our nominee company secretarial service to you. Through a nominee, Coddan will have the power to countersign approved documents under the director’s instruction. We will not become involved in the affairs of the company, but, rather, we will act as signatory for documents only as requested. We rely on the director to provide correct, up-to-date information to maintain the register of officers, addresses, beneficiaries, business classification and other matters affecting the constitution of the company.
Coddan aims to provide you with the tools you need to move forward with your Irish company formation. Whether you want to form a new company, ask us about our nominee director service, or request further information, contact us today.
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