Company Secretary Engagement Letter Template for Ireland

When appointing a company secretary in Ireland, you need a formal engagement letter that complies with the Companies Act 2014 and establishes clear terms of service. This legally binding document protects both your company and the company secretary by defining roles, responsibilities, and professional obligations. Every Irish company must have a company secretary, making this engagement letter essential for proper corporate governance and regulatory compliance.

When do you need this document?

You need a Company Secretary Engagement Letter when appointing a new company secretary to your Irish company, whether replacing an existing secretary or filling the role for the first time. This applies when engaging individual professionals, corporate service providers, or internal employees as company secretaries. The letter is particularly crucial when outsourcing company secretarial services to professional firms, as it establishes service levels, fee structures, and liability arrangements. You'll also need this document when changing company secretarial service providers or when existing engagement terms require updating to reflect new regulatory requirements or expanded service offerings.

Key legal considerations

Your engagement letter must clearly define the scope of statutory duties under the Companies Act 2014, including maintaining company registers, filing annual returns, and ensuring board meeting compliance. Include specific provisions for data protection obligations under GDPR and the Data Protection Act 2018, as company secretaries handle sensitive personal and corporate information. Address professional indemnity insurance requirements and limitation of liability clauses to protect both parties. Incorporate anti-money laundering compliance obligations under the Criminal Justice Acts, including due diligence procedures and suspicious transaction reporting. The letter should specify termination procedures, notice periods, and handover arrangements to ensure continuity of corporate administration.

Legal requirements in Ireland

Under the Companies Act 2014, every Irish company must appoint a company secretary who is ordinarily resident in the European Economic Area. The engagement letter must reflect this residency requirement and confirm the secretary's eligibility. Include provisions for statutory record-keeping obligations, including maintenance of registers of members, directors, and company secretaries as required by Irish law. Address annual return filing deadlines with the Companies Registration Office and specify responsibility for associated filing fees. The document must comply with Irish contract law principles and include proper dispute resolution mechanisms. Ensure the letter addresses continuing professional development requirements and professional body memberships where applicable, particularly for chartered secretaries or qualified accountants serving in this capacity.