Duties and responsibilities of Directors, Auditors, Company Secretaries and Business Rescue Practitioners
Duties and Responsibilities of Directors
Whether you are a newly appointed director, or are thinking about becoming a director, you will need to be aware that directors have many obligations and legal responsibilities:
- You are legally responsible to file the company's annual accounts and annual return on time,
- You must ensure your company details are up to date.
- Information you submit will be placed on a public register and be available for public inspection including personal information you submit as part of your appointment.
- Companies that deliver accounts late receive a late filing penalty.
- Furthermore, as we display filing dates on the public record, late filing can damage your reputation.
Duties and Responsibilities of Company Secretaries
The company secretary’s duties include the following:
- making the directors aware of their duties, responsibilities and powers;
- providing advice on legal compliance matters affecting the company;
- reporting to the board any failures to comply with the provisions of the company’s MOI, the company’s rules or the Companies Act, 2008;
- ensuring that minutes of all shareholder meetings, board meetings and any committee meetings are properly recorded;
- certifying in the company’s annual financial statements whether the company has filed all necessary returns and notices, and whether those returns and notices appear to be true, correct and up to date;
• ensuring that a copy of the company’s financial statements is sent to every person who is entitled to it;
• mainting the company’s records, providing access to authorised persons to such records, and filing the company’s annual returns with the CIPC.
Duties and Responsibilities of Business Rescue Practitioners
During the course of business rescue proceedings, the business rescue practitioner has the following duties and responsibilities:
- To investigate the company’s affairs, business, property and financial situation to establish whether there is a reasonable prospect of the company being rescued;
- To discontinue the business rescue proceedings if the practitioner is of the view that there are no prospects of the company being rescued or if the company is no longer financially distressed;
- To develop a business rescue plan to be considered by affected parties;
- To implement a business rescue plan that has been adopted;
- To direct management to remedy any material omission;
- To forward evidence of any reckless trading, fraud or other contraventions to the appropriate authority for investigation.