The role and remit of the Company Secretary will vary depending on the size and style of the organisation. Some Company Secretaries will take on the full breadth of responsibilities outlined below, whilst others will delegate tasks to the staff of the organisation. It is important to note that every company is required by law to have a Company Secretary. He or she can either be out-sourced, or one of the Directors of the Board.

Here is a list of some of the core responsibilities of the Company Secretary of a not-for-profit organisation:

Upholding Legal Requirements

The Company Secretary is responsible for helping to ensure that the organisation adheres to its relevant legislative requirements. This could include:

  •  Signing the Annual Return, certifying that it is correct and submitting it to the Companies Registration Office (CRO).
  • Ensuring that the quorum is met for Board meetings.
  • Acting as the custodian on the organisation’s governing document.
  • Helping to ensure that the charity’s activities fall in line with its objectives.


Administration and Disclosure

The Company Secretary is responsible for ensuring that the organisation’s records are filed correctly and kept up to date. This encompasses:

  • Ensuring that the CRO has accurate and up to date details of the organisation. This would also include the names and addresses of the organisation’s Directors.
  • Sending any updated information to the CRO. For example this could include filing a B10 for the change of a Director, or amended Articles of Association & and Memorandum.

The Company Secretary will also have a number of important administrative duties, including:

  •  Keeping the organisation’s minutes of the Board
  •  Maintaining the Members Register
  • Communicating upcoming meetings to Directors
  • Timely circulation of relevant information in advance of meetings (e.g. financial statements etc.)