The Companies Act 2014 states that the duties of a Company Secretary are delegated to the position by the Directors.
Basically, this means that the Directors must ensure the Company Secretary is capable of doing the job. A standard test would be to consider:
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has the individual acted for three of last five years as Company Secretary;
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is the individual a member of a recognised body; or
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appears capable of discharging the duties.
Directors must also ensure that the Company Secretary has the skills but, also resources necessary to discharge his/her duties as Company Secretary.
The duties of a Company Secretary can be fairly standard regardless of the size of the Company such as outlined below.
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Prepare, issue and file statutory forms in the Companies Registration Office.
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File changes on beneficial ownership with the Central Register of Beneficial Ownership.
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Maintain Statutory Registers – includes Registers of Directors, Allotments, Transfers, Members, Charges, etc.
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Attend and minute Meetings, and maintain Minute Books.
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Assist Directors to comply with their duties.
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Acting as named Company Secretary.
Just remember if the company only has one Director that sole Director may not also act as named Company Secretary.