Updated: July 2026
Yes, every Irish company must have a company secretary. This is a statutory requirement under section 129 of the Companies Act 2014, and it applies from the day the company is incorporated. This guide explains what the secretary does, who is allowed to hold the office, what happens if the statutory filings are missed, and how the role can be outsourced, including for non-resident founders.
The company secretary is one of two mandatory officers of an Irish company, alongside the directors. The role is often described as low-risk administration, but the reality is quite different. The secretary is a company officer with statutory duties, responsible for keeping the company compliant with the Companies Act 2014 and for the accurate, on-time filings that banks, investors and the authorities rely on.
What the law requires
Section 129(1) of the Companies Act 2014 states that a company shall have a secretary. There is no exemption for small or dormant companies, and the requirement exists for the life of the company. The details of the secretary are notified to the Companies Registration Office on incorporation (Form A1) and any change is filed on Form B10.
The sole-director rule
A director may also act as secretary, but only where the company has two or more directors. Under section 129(6), where a company has a single director, that person may not also hold the office of secretary. A sole-director company must therefore appoint a separate person or a corporate body as its secretary.
The directors’ duty to appoint a capable secretary
Section 129(4) places a duty on the directors to ensure that the person appointed as secretary has the skills or resources necessary to discharge his or her statutory and other duties. Section 226 reinforces this, requiring that the secretary can maintain, or procure the maintenance of, the records the company must keep under the Act. On appointment, the secretary also acknowledges in writing that the role carries legal duties and obligations under the Companies Act, other statutes and at common law (section 226(5)).
Core duties of an Irish company secretary
Maintaining the statutory registers and records
The secretary keeps the company’s statutory registers current, including the register of members, the register of directors and secretaries, and the register of beneficial owners. Accurate records are the foundation of every filing the company makes, and they are the first thing a bank or investor asks to see during due diligence.
Minutes of meetings and resolutions
The secretary records the minutes of directors’ meetings and general meetings, and keeps the minute books. Where the company holds an annual general meeting, the directors present the financial statements and the members vote on the business of the meeting, and the secretary records the outcome. Custody of the company seal, where the company uses one, also sits with the secretary.
CRO filings: the annual return and changes of officers
The secretary tracks the company’s Annual Return Date and files the annual return (Form B1) with the CRO, together with the financial statements where these are required, through the CRO CORE system. An annual return must be filed within 56 days of the date to which it is made up. The secretary also files changes to the company’s officers or registered office on Form B10.
RBO filing (Register of Beneficial Ownership)
Every Irish company must file details of its beneficial owners with the Central Register of Beneficial Ownership of Companies and Industrial and Provident Societies (the RBO), the central register of beneficial owners established under SI 110/2019. A newly incorporated company must file within five months of incorporation, and any change to the beneficial ownership must be updated within 14 days. The RBO is separate from the CRO, and filing with one does not satisfy the other. For a fuller explanation, see our guide to RBO beneficial ownership rules.
What happens when secretarial compliance fails
Late or missed filings carry real financial and legal consequences, which is why the secretarial role matters. If the annual return is filed late, a late filing fee of EUR 100 becomes due on the day after the deadline, with a further EUR 3 per day accruing thereafter, up to a maximum of EUR 1,200 per return. This is in addition to the standard EUR 20 filing fee, and Revenue has confirmed that late filing fees are not tax deductible.
A company also risks losing its audit exemption. Under section 22 of the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024, effective from 16 July 2025, a company loses its entitlement to the audit exemption for the following two years if it files an annual return late more than once within a five-year period. In serious cases of persistent non-filing, the company and its officers can be prosecuted, and the company can be struck off the register and dissolved, at which point the protection of limited liability is lost.
Who can be your company secretary
Irish company law does not impose formal qualification requirements on the secretary, but it does require capability. There are three common options.
An individual over the age of 18
Many companies appoint a trusted individual. No formal qualification is required, but the directors must be satisfied that the person has the skills or resources to carry out the statutory duties, as section 129(4) requires.
One of the directors
Where a company has two or more directors, one of them may also act as secretary. A single-director company cannot do this and must appoint someone else.
A corporate body
The role can be delegated to a professional corporate secretary. This is common where the founders are non-resident, where the directors want statutory oversight, or where the company simply prefers the filings handled by specialists. The Chern & Co team has worked in Irish company secretarial services since 2009, and today that service is provided by Chern & Co Ltd, a licensed Trust and Company Service Provider (TCSP APP/1211/2018), authorised and supervised by the Department of Justice.
Residency: the secretary compared with the director
There is no residency requirement for a company secretary. This is a useful point of clarity, because the EEA-residency rule that non-resident founders worry about applies to directors, not secretaries. Section 137 of the Companies Act 2014 requires at least one EEA-resident director, or a bond, but it does not apply to the secretary. See our guide on the section 137 resident director requirement for the director side of this.
How Ireland differs from the UK
Readers arriving from the UK should note the key contrast. In the UK, under section 270 of the Companies Act 2006, a private limited company is not required to appoint a company secretary, although it may choose to, and only a public limited company must have one under section 271. Ireland is different: under section 129 of the Companies Act 2014, every Irish company must have a secretary, regardless of size or type. UK founders setting up in Ireland therefore need to appoint a secretary from day one.
Outsourcing the role, and when it makes sense
Outsourcing the secretarial role to a professional provider is a legal and common way to meet the obligation while keeping the filings accurate and on time. It is particularly useful for non-resident founders and sole-director companies, which cannot use a director as secretary and need a separate appointee who understands Irish company law. A great deal of the compliance work falls in the first year, so a provider familiar with the requirements reduces the risk of an early misstep.
Chern & Co provides a nominee company secretary service for Irish companies (see the service page for current pricing). For founders incorporating from outside the EEA, the secretary is also included in our non-resident company formation package, and the full set of formation requirements is set out in our non-resident company registration checklist.
Nominee Company Secretary Service Contact Us
Frequently asked questions
Does every Irish company need a company secretary?
Yes. Under section 129 of the Companies Act 2014, every Irish company must have a company secretary, from incorporation and for the life of the company. There is no exemption for small, dormant or single-member companies.
Can a director also be the company secretary?
Yes, but only where the company has two or more directors. Under section 129(6), a sole director cannot also be the secretary, so a single-director company must appoint a separate individual or a corporate body.
Can a non-resident be the company secretary of an Irish company?
Yes. There is no residency requirement for a company secretary. The EEA-residency rule under section 137 of the Companies Act 2014 applies to directors, not to the secretary, so a non-resident individual or an overseas corporate body can hold the office.
What happens if the annual return is filed late?
A late filing fee of EUR 100 applies immediately, plus EUR 3 per day up to a maximum of EUR 1,200 per return, in addition to the standard EUR 20 fee. If a company files late more than once within a five-year period it also loses its audit exemption for the following two years. Persistent non-filing can lead to prosecution and to the company being struck off.
Can a company outsource the secretary role?
Yes. The role can be delegated to a professional corporate body, which is common for non-resident founders and sole-director companies. A licensed provider keeps the statutory registers and handles CRO and RBO filings on the company’s behalf.
Disclaimer: This page is general guidance only and does not constitute legal or tax advice. No liability is accepted by Chern & Co for any action taken or not taken in reliance on it. Professional, legal or tax advice should be obtained before taking or refraining from any action.
