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Clients operating their business through a limited company should be aware that, with the implementation of the Company Law Enforcement Act 2001 and related legislation, together with the formation of the Office of the Director of Corporate Enforcement (ODCE), the responsibilities on company secretaries have become far more onerous.

In addition to the requirement to file an Annual Return on time each year in the Companies Registration Office (CRO), in order to meet your statutory obligations and avoid significant penalties, the following records must also be maintained:

• Minute Book, incorporating minutes of meetings of directors, AGMs and EGMs
• Register of Members and Share Register
• Register of Directors and Secretary
• Register of applications for, and allotments of, shares
• Register of Transfer of Shares
• Register of Mortgages and Charges
• Company seal

The upkeep of these records may also require the filing of appropriate documents in the CRO.

Severe penalties, including prosecutions, fines, and imprisonment, could result from non-compliance, and auditors may also be required to qualify their audit reports and report to the ODCE if statutory records are not properly maintained.

If you are a director or company secretary, and are not in a position to meet these obligations from your own resources, why not engage our company secretarial division – “ComSec” – to do the work for you, at a reasonable cost?