Company secretarial and governance services

Focusing on your entity's governance and compliance

In today's corporate environment, there is an ever-increasing focus on governance and compliance. Companies need to put a greater emphasis on how they manage their organisation from a statutory and governance perspective.

Companies need to have clear and defined processes and procedures in place, as well as the right people in place to oversee them. This will ensure the proper management of the company and make sure it is compliant with all of its statutory and regulatory obligations.

Any successful business should have appointed a highly qualified and trustworthy Company Secretary. They should advise on regulatory, legislative and corporate governance matters affecting the Company.

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Making oversight a business priority

With frequent changes in the legislative landscape, ensuring proper governance can be challenging. Having the right company secretarial services in place is essential for the proper management of your business.

Governance

The board of directors have responsibility for ensuring that a company is run effectively and governed in line with legislation and best practice. When not effectively run, the entire company can be affected. Common issues that can arise in the absence of proper governance include:

  • Too much emphasis on short-term planning, at the expense of long-term growth and sustainability of the company
  • Lack of oversight and accountability
  • Not having high-quality information around which they form their judgements and decisions
  • Conflicts of interest, deteriorating the trust of shareholders
  • Ineffective oversight of the company's risk profile
  • Ethical failures by the Board when making decisions, exposing the company to potential reputational damage or litigation
  • Lack of transparency, placing the company at risk to fines from regulatory authorities
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Failure to consult a qualified company secretary

Any successful business should aim to appoint a highly qualified and trustworthy company secretary. The purpose of appointing the company secretary is to advise on regulatory, legislative and corporate governance matters affecting the company. However, there is currently a lack of company secretaries within the Irish marketplace. However, there are ever increasing rules and regulations for organisations to adhere to. This means that the role of the company secretary is becoming increasingly prominent.

A lack of company secretarial resources often leads to organisations appointing staff members without the necessary experience or qualifications to fill the role. This leads to missed filing deadlines, misunderstanding of legislative developments and a poorly informed board of directors. Therefore, appointing a qualified and experienced company secretary, with a good working knowledge of corporate governance issues is very important to running a successful business.

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Keeping up to date with regulatory changes

Often companies are so busy with the day-to-day running of their business, it can be a challenge to keep up to date with the frequent legislative and regulatory changes. Without the appropriate support, safeguards and strategies in place, organisations can find it difficult to comply with their obligations.

With the assistance of a company secretary the above pitfalls can be avoided. Your organisation working in tandem with the company secretary can create an appropriate strategy to manage the pace and complexity of changes in the legal and regulatory landscape. The use of a company secretary by an organisation is essential to avoid costly fines, prosecution from the courts, reputational damage and ultimately lead to loss of market share.

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Filing deadlines and penalties

Companies often struggle with their annual compliance obligations. This is the filing of a company's annual return and financial statements with the Companies Registration Office (CRO) together with the holding of an annual general meeting of the members. Companies may find this a time consuming process and if not managed correctly may lead to:

  • late filing fees and penalties;
  • loss of audit exemption;
  • non-compliance of duties and obligations under the Companies Act 2014; and
  • risk of being involuntarily struck off the Register of Companies

An organisation should be mindful to protect its reputation. In the event of late filing by a company, aside from the monetary costs, the reputational consequences may have profound implications, especially where external stakeholders may view a company's late filing status on the CRO website.

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Corporate restructuring

An organisation, for a variety of different reasons, be it tax or commercial, may wish to simply its group structure. Corporate restructuring is a complex area that requires specific processes and legislation to be adhered to. If not handled correctly, it can lead to:

  • personal risk for the directors;
  • unnecessary legal and tax costs;
  • increased compliance obligations; and
  • operational inefficiencies

It is imperative that comprehensive advice is sought before proceeding with any corporate restructuring. A detailed planning exercise is an important aspect of any restructuring to ensure an effective and efficient implementation and to ensure all objectives are achieved both on a short-term and long-term basis. A company secretary can assist in the planning phase and can also assist in avoiding the above-mentioned pitfalls.

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Our corporate secretarial services

Restructuring and transaction work

Our team has detailed knowledge and extensive experience in the area of corporate restructuring.  We are adept at dealing with complicated structures in a commercially relevant way. We pride ourselves on our efficiency and our ability to deliver practical and focused advice to our clients. We work closely with our tax colleagues on a daily basis to implement complex tax restructurings. We are best placed to help restructure client companies or groups in a tax efficient manner and advise on the options available.

The dissolution and simplification of a group structure is a complicated process. Our full suite of services lead to an efficient transition. In addition, our team makes the appropriate regulatory filings and assists our clients with holding all relevant board and shareholder meetings.

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Corporate governance

Our team has the ability to deliver practical and focused advice to our clients on ways of strengthening their corporate governance practices.

The main corporate governance services that PwC can provide are as follows:

  • Training sessions for the board or senior management team
    PwC can deliver in-depth training sessions tailored for your specific requirements, covering roles and responsibilities of directors and other corporate governance topics
  • Board reporting
    PwC can undertake a review of your current board reports and make recommendations on how the reports can be enhanced to ensure they are aligned with industry best practice and of a quality that meet the board's expectations
  • Subsidiary governance
    PwC can help with drafting a subsidiary governance framework which sets out the overarching corporate governance requirements for the group. The framework will assist both the parent company in overseeing its subsidiaries, and will provide guidance to the subsidiary boards on their roles and responsibilities, and reporting requirements to the parent company
  • Minutes and agendas
    PwC can assist by reviewing board minutes or agendas and provide feedback and guidance on where enhancements can be made to the format or content. We can also advise on whether we consider the substance of the minutes to be sufficient

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Annual compliance and entity management

Our proactive approach ensures that clients are made aware of their annual compliance obligations and are sufficiently advised in advance of filing deadlines. Our experienced team provide a comprehensive range of annual compliance services to our clients including:

  • Incorporation of companies and registration of branches
  • Preparation and filing of annual returns
  • Drafting of annual general meeting documentation
  • Maintenance of statutory books or registers
  • Act as filing agent
  • Updating on company law changes
  • Provision of registered office address
  • Act as company secretary, where permitted
  • Attendance at board and shareholder meetings, drafting minutes of such meetings and circulating, as appropriate
  • Drafting and filing appropriate documentation, re. changes to company or director particulars

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Secondments

We provide short and long-term secondments to cover maternity leave, periods of organisational change, specialised projects etc. In such instances, one of our qualified chartered secretaries would commence working on site for the organisation.

Our Company secretarial and governance services team of qualified chartered secretaries has considerable experience in assisting clients with all the company secretarial aspects of managing the life cycle of an organisation, from incorporation through to ongoing administration, reporting and statutory compliance, to end of life.

We have a strong team with extensive corporate governance and board support experience. Our team has a comprehensive knowledge and understanding of Irish legislation and how it affects a company’s board of directors and members.

Our team also has detailed knowledge and extensive experience in the area of corporate restructuring. We are adept at dealing with complicated structures in a commercially relevant way. We pride ourselves on our efficiency and our ability to deliver practical and focused advice and can assist with any short-term restructurings that your organisation has planned.

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Contact us

Ruairí Cosgrove

Director, PwC Ireland (Republic of)

Tel: +353 1 792 6070

Fiona Barry

Senior Manager, PwC Ireland (Republic of)

Tel: +353 1 792 6720

Trudy Kealy-Mahon

Senior Manager, PwC Ireland (Republic of)

Tel: +353 1 792 6881

Edel Dooley

Senior Manager, PwC Ireland (Republic of)

Tel: +353 1 792 6466

Jacqueline Conroy

Senior Manager, PwC Ireland (Republic of)

Tel: +353 1 792 7538

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