Requirement of Company Secretary for LTD company

cmyaseen

I am starting up my new company (single director) in Ireland and have to assign one secretary. Is that possible if I can appoint my wife as the company secretary? Are there any residential requirement of secretary, as she is in UK and doesn't have PPS number in Ireland, will that be a problem if I write her detail as the company secretary?

Do we need to give the PPS number of both (director & Secretary) at the time of registration with Tax Revenue after the business registration?

Please advice I am very new so doesn't know in detail.

thanks

cmyaseen

Any Advice please... thanks

pedroeibar1

As far as I recall there are no residency requirements for a secretary in the 2014 Act. However, to balance against that, ask the question “What are the main duties of a company secretary?” A company secretary’s main functions are to oversee the company’s day to day administration. Can that be effectively done by someone based in another jurisdiction? How would it look if something went wrong and the secretary was someone who never came near the company’s place of business?? A company secretary has a duty to exercise due care, skill and diligence in the performance of their duties. Under the new Companies Act, the secretary can be held liable for any loss arising as a result of their negligence.

A “services” company providing secretarial services can be secretary, so I cannot see why there would be a need for a PPS number.

As a result of pi$$-poor corporate governance and a worse enforcement regime, the rules have tightened considerably. Whether or not there is or will be better (or any) enforcement is anyone’s guess. If you are a small co, do the paperwork, see what the CRO will say and then take it from there.

cmyaseen

thanks pedroeibar1 for your advice, now I understood the main role of Secretary in any company. In that case I think it would be better for me to start up as a sole trader as this is just the startup and if all goes well then can switch to the Limited company.

What you suggest??

thanks

pedroeibar1

Read the bits I wrote on Sole Trade and Limited company here Best of luck with the venture.

TripleAce

I also just created an LTD company a couple of weeks ago and appointed my wife as secretary. Really don't get it why this is a requirement though as when this is done in most cases is just to comply with the law and the director will do everything on its own to run the business. It just makes it harder if somebody wants to open his own company and does not find any volunteer to appoint as secretary.

The main reason I didn't setup as Sole Trader is personal liability.

cmyaseen

@TripleAce, did you create by yourself or did you hire some accountant to do all the paperwork and how long it took to receive business registration certificate?

thanks

pedroeibar1

If you are going to set up as a sole trader, the paperwork is minimal and easy - you should have confirmation from the CRO within a couple of weeks.
If you decide on going the LTD route, there are several firms that will form a company for you, costs just a couple of hundred euro.

pedroeibar1

TripleAce wrote: »

I also just created an LTD company a couple of weeks ago and appointed my wife as secretary. Really don't get it why this is a requirement though as when this is done in most cases is just to comply with the law and the director will do everything on its own to run the business. It just makes it harder if somebody wants to open his own company and does not find any volunteer to appoint as secretary.

The main reason I didn't setup as Sole Trader is personal liability.

It's called "good corporate governance". Compliance with the law generally is "a good thing".:rolleyes:

TripleAce

cmyaseen wrote: »

@TripleAce, did you create by yourself or did you hire some accountant to do all the paperwork and how long it took to receive business registration certificate?

thanks

hired an accountant, took him about 10 days...

TripleAce

pedroeibar1 wrote: »

It's called "good corporate governance". Compliance with the law generally is "a good thing".:rolleyes:

Point is this can limit people wanting to start a company who don't have any family/friend willing to put down their name just for the sake of it, given than in most cases the secretary won't do anything....

pedroeibar1

TripleAce wrote: »

Point is this can limit people wanting to start a company who don't have any family/friend willing to put down their name just for the sake of it, given than in most cases the secretary won't do anything....

You are totally missing the point. Your post shows complete ignorance of corporate management (i.e. running a company).
Managing a company requires a systematic approach. There are laws and procedures to be followed. Having a Co. Sec. is a legal requirement, it is a function that must be filled to carry out specific procedures set down in company law. If a promoter cannot find a suitable person to fill the role, it can be outsourced to specialist providers. Should anything happen to a company under your style of “management” the directors could easily find themselves (at best) sitting on the sidelines for 5 years, being restricted from holding another directorship. Were they to share your views, they would merit that "holiday".

TripleAce

pedroeibar1 wrote: »

You are totally missing the point. Your post shows complete ignorance of corporate management (i.e. running a company).
Managing a company requires a systematic approach. There are laws and procedures to be followed. Having a Co. Sec. is a legal requirement, it is a function that must be filled to carry out specific procedures set down in company law. If a promoter cannot find a suitable person to fill the role, it can be outsourced to specialist providers. Should anything happen to a company under your style of “management” the directors could easily find themselves (at best) sitting on the sidelines for 5 years, being restricted from holding another directorship. Were they to share your views, they would merit that "holiday".

You are missing my point completely. I know it is a legal requirement, I never said otherwise, this is the whole point of the thread - what I said was that a lot of starters cannot afford to pay wages (ie. secretary) from the start, or even if they can afford the may no need help from a secretary to complete simple admin work when they can rather invest those money in other ways (hire resources with specific skills, advertising, etc.), by forcing to have a secretary you have two scenarios:

1) You just put down the name of wife/family member, etc. to comply to the legal requirement. You won'y pay them and they won't do any work, person is hired purely to comply with legal requirements.

2) You hire an actual secretary to do some work, you pay her wages (nobody works for free) and you spend 30k/40k year for something that you can probably do yourself and invest those money in another way.

Obviously if you have enough business to keep a secretary busy full time, pay for her wages, make her work worth for the business then the problem does not exist, but my understanding is that OP will be running the business by himself.

pedroeibar1

You still miss the point because you do not understand the topic / role of Co. Sec. Nor it seems do you understand the difference between an employee and an officer of a company.

The company secretary function can be outsourced (as I said above) at a cost of a couple of hundred euro per anum. If a start-up cannot afford that it has no hope.

Neither does a secretary have to be female, nor is the role there "purely for legal reasons".

This was not the topic of the OP, (which has been answered) it has been introduced by you and is far from the OP.