The only legally required position for companies limited by guarantee is that of company secretary. Some organisations choose to appoint a member of staff or an external person as their company secretary, whereas others choose to have one of the directors take on the role, which consists of:
Making sure that the full name of the organisation is displayed outside the registered office, and that a change in the registered office is notified to the Companies Registration Office (CRO) within 14 days
Seeing to it that the certificate of incorporation is displayed
Ensuring that the company name, registered number, place of registration, registered office and directors’ names (and nationality if not Irish) appear on the organisation’s letterhead
Keeping the company’s registers (that is, lists of all members and directors) up to date and at the registered office (if not there, you must inform the CRO)
Notifying the CRO of any change in director, company secretary or home address within 14 days
Ensuring that all legal agreements and contracts are properly discussed, agreed by directors and kept in a safe place
Ensuring that the annual AGM is held within 18 months of becoming a company and at least every 15 months from then on provided that an AGM is held in each calendar year
Calling general meetings (AGMs and extraordinary general meetings, EGMs) at the request of the directors and/or members, according to the rules in the articles of association
Ensuring that due notice in accordance with your governing document (and, where relevant, company law requirements for general meetings is given) and that they are run according to the articles of association
Ensuring an independent auditor is appointed at the AGM
Ensuring that the accounts are properly prepared and audited (in conjunction with the treasurer)
Keeping the minutes book (AGM and EGM minutes and the minutes of the board of directors and any subcommittees); general meeting minutes should be open for inspection by members
Sending in the annual return to the CRO by the annual return date applicable to your company
Notifying the CRO within 15 days of passing special resolutions (for example, changes to the memorandum and articles of association or a change to the organisation’s name)
Keeping copies of all annual returns and accounts
Complying with any other duties as imposed by the Companies Acts 1963 – 2005.
The company secretary plays a very important role within the company, not least because s/he carries legal responsibilities under company legislation. An effective company secretary is one who has good administrative skills and an eye for detail. Ensuring that the necessary CRO returns are made (in full) needs a highly organised person who ensures that deadlines are met.
I hope that answers your question somewhat. With regards to your specific query of whether the company secretary can be paid and still be part of the decision making process, well, the answer is yes: so long as they adhere to the legal requirements of the position, as introduced above.
You can find more about governing roles and responsibilities in the You and Your Organisation section of our website: http://www.wheel.ie/content/how-govern
Also, having a CHY number is nothing to do with the company secretary. You don't have to be a company to get a CHY number. It may be that the company secretary assumes responsibility for dealings with Revenue on the CHY matters, but there's no requirement.
CHY numbers are handled by Revenue and company matters are handled by the CRO.
Comments
Thanks for your question. The
Thanks for your question.
Also, having a CHY number is
Also, having a CHY number is nothing to do with the company secretary. You don't have to be a company to get a CHY number. It may be that the company secretary assumes responsibility for dealings with Revenue on the CHY matters, but there's no requirement.
CHY numbers are handled by Revenue and company matters are handled by the CRO.