Presently, under the Companies Acts 1963-2013, only the directors of a public limited company had a duty to ensure the secretary had the necessary skills.
On one hand, one of the Bill's major reforms is to permit single director companies. However, on the other hand, the requirement for a secretary has been maintained. The secretary may however be a body corporate so a single director company may exist without requiring a second individual.
While a director might currently also be the secretary, under the Bill the sole director of a single director company must appoint a separate person.
Whether a separate person or another director is appointed as the secretary, under the Companies Bill, all of the directors are expressly given a duty to ensure that the person appointed as secretary has the skills necessary to discharge the statutory and other legal and delegated duties of the office.
The introduction of this new duty to the list of directors' duties seeks to ensure that companies comply with their internal record keeping and external filing requirements under law. This area of compliance has become increasingly enforced. It is common for companies that do not file annual returns to be struck off. The Director of Corporate Enforcement has also taken court actions against directors for not keeping proper books of account which resulted in personal liability for the debts of the company being placed on the directors.
Flaws subsequently found in the appointment or qualification of a secretary will not affect the validity of acts done by that secretary.
To be sure that a company's secretary is fully compliant and this duty has been discharged, a company may appoint a company secretarial ("CoSec") services provider.