The secretary should also order notepaper as soon as possible so as to ensure that the company complies with company law as regards letterheads. Every company is required to have the following particulars on its letters and order forms:
• The place of and number of registration of the company;
• The address of its registered office;
• The full name of the company;
• The names and any former names of the directors and nationality, if not Irish.
These particulars must also be disclosed on company websites and emails in the name of the company.
The day-to-day business of a company is conducted by the directors of that company. In larger companies, it is occasionally necessary for the shareholders to be consulted by the directors regarding the business of the company.
However, in farming companies in Ireland more often than not, the people who own the company, the shareholders, are also the persons acting as directors and secretary -- for example, husband and wife, or parent and child.
Decisions in relation to the company are generally taken in the form of resolutions. There are two types of resolution that may be passed at meetings.
An ordinary resolution is the most common method by which a company conducts its business and is passed by the shareholders of a company by a simple or bare majority (for example, more than 50pc of the vote) either at a convened meeting of the shareholders or by circulating a resolution for signature.
A special resolution by comparison requires a greater vote threshold, generally at least a three-quarters majority. A special resolution is necessary in any case where company legislation or the articles of association so specify, such as to change the name of the company or to alter the memorandum or articles of association.
After the meeting, printed copies of special and certain ordinary resolutions passed at a meeting or written resolutions that have effect as special or ordinary resolutions must be sent within 15 days for filing to the Registrar of Companies. Minutes of the proceedings of general meetings and meetings of directors must be entered into books kept for that purpose.
A single member private limited company, such as a farmer who holds all the shares in the company is different. His or her decision, once put in writing and notified to the company, is all that is required for any resolution or decision in a general meeting.
In every other case, companies are required to hold an AGM of their shareholders at least once a year, apart from the company's first year of existence. Twenty-one days notice of the AGM must be given unless all entitled to attend vote agree to accept shorter notice.
The only business that must be dealt with at the AGM is the presentation of the balance sheet, profit and loss account, auditors' report and directors' report on the state of the company's affairs for consideration by the shareholders.
Any meeting of the shareholders other than an AGM is an Extraordinary General Meeting (EGM).
Every company is also obliged to maintain certain registers. These include a register of members, directors and secretaries and debenture holders.
However, that is not where the documentation required by law ends. Minute books, director's service contracts, and instruments creating charges over the company's property under the Companies Acts.
It is clear from all of the above that onerous obligations exist in respect of company compliance.
For this reason, company secretaries should keep themselves informed of their duties and obligations under the law or appoint a professional such as an accountant or solicitor who will take responsibility for this area.
It is worth mentioning that company law in Ireland is in the process of being updated with the consolidation of the Companies Acts 1963-2009 into a single act, the overall drafting of which is expected to be completed later this year.
Aisling Meehan is a solicitor and tax consultant and Nuffield Scholar. The author does not accept responsibility for errors or omissions. firstname.lastname@example.org