Advertisement
If you have a new account but are having problems posting or verifying your account, please email us on hello@boards.ie for help. Thanks :)
Hello all! Please ensure that you are posting a new thread or question in the appropriate forum. The Feedback forum is overwhelmed with questions that are having to be moved elsewhere. If you need help to verify your account contact hello@boards.ie
Hi there,
There is an issue with role permissions that is being worked on at the moment.
If you are having trouble with access or permissions on regional forums please post here to get access: https://www.boards.ie/discussion/2058365403/you-do-not-have-permission-for-that#latest

Secretary responsibilities and general housekeeping

  • 25-03-2013 2:27am
    #1
    TheChizler
    Registered Users, Registered Users 2 Posts: 9,514 ✭✭✭


    Hi all, I formed a company (limited by shares) in November with a business partner and I assumed the role of company secretary. We are basically an entertainment venue. We had a view to start trading in April/May so the legal side of the business basically hasn't moved past the initial CRO application. Cue me now scrambling to get things in order as that time approaches! So please bear with me, I have zero experience and anything I know about being a company secretary has been from CRO literature and reading online.

    So my questions today are really about the practical side of company secretary responsibilities. I'm generally ok with my overall responsibilities, that I must keep adequate records of basically everything, file returns, etc. It's just how these are done in practice is what confuses me and searching online hasn't been entirely fruitful.

    One major question would be what records should be kept on file in the premises or what is acceptable to keep digitally/online. Obviously all official company documents will be kept on file in the leased premises, anything with signatures, minutes, licences, etc. However things that can be updated, register of members, register of shares issued, accounts etc., can these be kept basically in a spreadsheet? Or would better practice be to have some ledgers on the premises. I generally abhor writing anything on paper that would work just as well in a spreadsheet. Also I will rarely actually be on site, the other director will take care of day to day running of the business and I'd like to be able to access this information online wherever I am.

    Another more immediate question stems from that I have a few ordinary resolutions to put through at our next EGM. It's only myself and the other director, so everything will be passed no problem, but I want to make sure the process is carried out properly and is all above board. What is the process to go through when passing a resolution? And I mean that in a practical sense, as in what actually goes on paper? For instance, a resolution needs to be made mandating that Bank X can set up accounts for us. So what wording goes into the resolution proposal and the actual signed and accepted resolution? I've talked to our solicitor and he rattled off some legalese and said it was very straightforward, but gave nothing I can put on paper. Will plain English do? What I was thinking was along the lines of:
    COMPANIES ACTS, 1963 TO 2012

    COMPANY LIMITED BY SHARES

    ORDINARY RESOLUTION

    -of-

    [Company Name] LIMITED

    (the "Company")


    [LIST=3]
    [*]The title of the Ordinary Resolution is "Mandate Regarding the Opening and Keeping of Bank Accounts".


    [*]It is hereby mandated by Ordinary Resolution that Bank X open and keep an account or accounts for the Company subject to the following.


    [*][Insert text required by Bank X][/LIST]

    Signed:

    Bla Bla _________ Director

    Blu Blu _________ Company Secretary/Director

    Dated the _______

    [Company Seal, not sure if this is necessary]

    Also another must go through stating that Blu Blu (i.e. me!) is given undertakings (solicitor definitely used that word!) and authorisation to write up policies, e.g. drugs and alcohol/admission/security etc., on behalf of the company. Presumably that would be of a similar form.

    Please let me know if resolutions generally look something like that on paper! I have no idea if they must be incredibly formal or if I'm overthinking things and can just use plain English. These are the documents that must be filed along with form G2 to the CRO so they will be on record! I will be getting our solicitor to give it the once over, but I'd like to get it right the first time to avoid another visit.

    One more question, regarding the use of company seals. Have directors here ever used their seal in practice? We had to use it when signing a lease, but our Memorandum of Association makes zero reference to it, so my understanding from the Companies Act is that it only needs to be used when signing certain contracts and issuing share certificates (which I REALLY must get around to doing...). Therefore my understanding is that it is not necessary to seal the above resolutions.

    (Just a second one more question, does the format of share certificates have some agreed convention or as long as they have all the necessary details are they ok? I haven't been able to find many examples, so I was just going to make a note in whatever form of ledger we're going to keep, print a landscape A4 with the company name, logo, number of shares, value of shares, seal, sign & countersign by director and secretary, and other details will depend on how artistic I'm feeling on the day! I have a feeling that I have to go into more detail, something along the lines of this, so please advise. A lot of effort for €2 worth of shares!)

    Apologies for the long post and newbie questions. While previewing I was going "TL;DR" in my head! I'd very much appreciate any advice that can be given.


Advertisement