A company secretary and an Electronic Filing Agent are not the same appointment in Ireland. The secretary holds a company office; an Electronic Filing Agent, usually shortened to EFA, has authority to electronically sign and deliver documents to the Companies Registration Office on the company's behalf. One provider may offer both, but neither role automatically includes the other.
For a founder, the practical question is not simply who will press submit. You need to know who is formally appointed, who checks the information, who signs or certifies the supporting documents, and what happens when a submission needs correction. This guide focuses on those purchasing and handover decisions for an ordinary Irish LTD.
Official guidance and legislation were checked on 14 October 2026. This is general information, not a legal opinion on a particular appointment or a substitute for checking current CORE requirements.
Start with three different questions, not one job title
Separate the company office, the commercial engagement and the filing authority. The office answers who is the company secretary. The engagement answers what work a provider will perform. The filing authority answers whether that provider can sign electronically as the company's EFA. A purchase receipt, reminder email or software login does not answer all three.
Ordinary filing assistance can mean preparing a draft or presenting documents that officers sign themselves. That is different from signing under EFA authority. Ask your adviser which route they will use for your return rather than inferring the answer from words such as accountant, agent or compliance package.
Use the comparison below as a buying checklist, not a universal description of every provider's contract. An adviser may perform several roles under separate appointments and agreed scopes.
| Role | Confirm |
|---|---|
| Secretary | Office and duties |
| Filing help | Work and signers |
| EFA | B77 authority |
| Accountant | Accounts scope |
What a company secretary appointment actually covers
Section 129 requires a company to have a secretary. Directors must ensure the appointee has the necessary skills or resources. For a single-director LTD, the sole director cannot also be secretary. A professional appointment is therefore one possible way to fill the office, but not the only way.
The secretary's work is not defined by a marketing label alone. Section 226 preserves statutory and other legal duties and also addresses work delegated by the board. It specifically connects the directors' choice of secretary with the ability to maintain, or arrange maintenance of, required non-accounting company records.
Before agreeing an appointment, identify the actual individual or corporate appointee, the effective date, the term and the working contact. Decide how board decisions and changes to company details will reach them. A nominal appointment without an information flow is a poor operating arrangement.
What an Electronic Filing Agent is authorised to do
Under section 35, EFA authorisation concerns electronic signing and delivery of company documents to the Registrar. The company must notify that authority before the agent first acts under it, and relevant requirements still apply. Authorisation does not turn an incomplete or late filing into a compliant one.
CRO's operating guidance describes the agent's own setup through Form J1a and the company's notification through Form B77 on CORE. B77 identifies the company and agent, including the agent's CRO ID. A normal service invoice or access to a filing workspace is not equivalent to that notification.
Ask for confirmation of the authority actually in place and which submissions the engagement covers. Do not assume every adviser is acting as an EFA, or that an adviser authorised to file has also agreed to prepare accounts, monitor every deadline or maintain your statutory registers.
B1 signing and financial-statement certification are separate
An authorised EFA can sign an annual return, Form B1, on the company's behalf. CRO guidance expressly says the EFA cannot certify the financial statements in that capacity. Where the EFA signs B1 and accounts are required, a separate certification signed by a director and secretary must accompany the filing.
That distinction is easy to miss when a provider offers a fully managed return. There may still be documents for the officers to review and sign. Accounts preparation, approval, financial-statement signing and certification of the filed copies are related steps, but should not be collapsed into the filing agent's electronic signature.
Before the submission date, ask which accounts version is final, who will obtain each signature, and how the certification will be uploaded. Keep the document linked to the exact return it supports. A change to the filing route should prompt a fresh check of the required signing process.
The first annual return normally has no financial statements attached. That does not remove the secretary office or make later accounts obligations disappear. Use the first-return guide linked below for that separate milestone.
A sole director cannot fill both required signing capacities
Section 134 prevents a requirement for an act by a director and the secretary from being satisfied by the same person acting in both capacities. This is a signing issue as well as an appointment issue. A founder should not sign twice and assume that changing the label makes the documents valid.
CRO also warns about the corporate-secretary scenario: a sole director might be a director of the company appointed as secretary, but that does not permit that individual to perform both required acts alone. Check who will sign on behalf of the corporate secretary when two capacities are required.
Build signature availability into the engagement from the start. A secretary who is unavailable at the filing deadline and an adviser who cannot reach the director create a practical bottleneck, even when everyone intended to complete the work on time.
Changing the secretary uses a different process from appointing an EFA
For a post-incorporation secretary appointment or cessation, CRO guidance points to Form B10, filed within 14 days of the change. Form B77 concerns EFA authorisation or its revocation. Filing B77 does not notify a secretary change, and filing B10 does not automatically establish EFA authority.
The board decision, consent, effective date and CRO notification should tell a consistent story. CRO's B10 error guidance says a secretary's cessation must be explicit, not inferred from a replacement appointment. Check both sides of the handover rather than assuming a new name silently removes the old one.
If you are replacing a secretary and a filing provider together, list the two processes separately. Agree who completes each notification and who retains the supporting evidence. Do not let an approaching annual return distract from maintaining a continuous secretary appointment.
A fictional founder example: buying the missing service
Consider a founder with a newly incorporated, single-director LTD. A separate suitable person has already been appointed secretary. An accountant offers year-end accounts preparation, while another provider offers to submit the annual return. The founder does not necessarily need a second secretary appointment just because the filing support is external.
The useful questions are whether the existing secretary can carry out the role, whether accounts work is included, and whether the filing provider will use officer signatures or EFA authority. If the current secretary wishes to leave, that introduces a replacement-office problem; it is not solved merely by purchasing a B1 submission.
Now change the facts: the founder needs an ongoing professional secretary, but already has an accountant and an annual-return arrangement. Here the missing product may be the secretary appointment and guidance, not another accounts or filing package. These fictional examples show why the best choice starts with a gap analysis instead of buying several overlapping bundles.
Check the engagement before paying
A clear proposal should state the role, named appointee where relevant, work included, exclusions, start date, renewal arrangements and total payable. Look for actual deliverables rather than broad assurances of complete compliance. A reminder can be valuable, but it is not the return itself.
Explain whether your company is new, has already traded, has changed shareholders or officers, or has an upcoming filing deadline. Ask how corrections and additional transactions are charged and whether the provider requires information a certain number of working days in advance. These are commercial questions, not a claim that every provider uses the same timetable.
- Is this a formal secretary appointment, support for our existing secretary, or a specific filing?
- Will an EFA sign, and how will the company verify the B77 notification?
- Are annual-return preparation, submission and supporting accounts included or separate?
- Who maintains each register, who holds the records, and how can the company access them?
- Who checks drafts, obtains officer signatures and monitors CRO feedback after submission?
- What happens at renewal, resignation or termination, and who coordinates the handover?
Use a simple annual-return handover checklist
Allocate each task to a named person and retain a single shared checklist. If your accountant prepares the accounts, secretary coordinates signatures and filing provider submits B1, make those handoffs explicit. The gap between two engagements is often where work gets missed.
Record the submission reference and status, not just an email saying the form was started. Ask who will watch for a sent-back notice and bring it to the board's attention. Preparing a draft, uploading accounts and completing a return are not interchangeable milestones.
- Confirm company number, current officers, members and relevant changes against underlying records.
- Confirm the return date and applicable deadline; do not use last year's calendar without checking.
- Identify whether this return needs accounts and who supplies the final approved filing copy.
- Agree the B1 signing route and any separate director-and-secretary accounts certification.
- Keep the completed submission evidence and allocate follow-up responsibility until the status is checked.
Replacing a filing agent needs an authority handover too
CRO guidance says a company may have only one EFA with concurrent authority. When changing EFA, coordinate revocation and the replacement notification rather than assuming that instructing a new firm automatically cancels the existing authorisation.
Section 36 says the existing authority remains effective until revocation is notified to the Registrar. Ending a commercial contract by email is therefore not the same as notifying the CRO. Contractual notice requirements or liabilities should also be considered; revocation and contract termination are different questions.
Before the handover, obtain copies of submitted returns, outstanding drafts, relevant certificates and correction correspondence. Decide who completes any open submission. Changing EFA alone does not replace the secretary; changing secretary alone does not revoke the EFA.
Outsourcing helps administration, but directors still have duties
CRO guidance emphasises each director's duty to ensure compliance with the Companies Act. Delegating work can help organise that responsibility; it does not remove it. Directors should supply accurate information, review material filings and make sure the agreed work is actually completed.
Use secure, appropriate document sharing and ask how access is managed for each adviser. Do not send personal signing credentials around simply because several providers are involved. A written responsibility list, timely information and retained filing evidence are more useful than assuming someone else has everything covered.
Which StartCompany.ie service should you choose?
StartCompany.ie's company secretary service offers a 12-month nominee appointment with compliance reminders, officer-filing guidance and statutory-record guidance. The team reviews the company setup and confirms the appointment and scope. Annual-return preparation, registered-office services and other transactions are separate unless expressly included.
An existing-secretary change is also a separate service. If you already have a suitable secretary but need help with an annual return, review the annual-return product instead. For bookkeeping or financial statements, discuss accounting support rather than expecting the secretary appointment to prepare accounts.
Open the relevant service page for the current total payable and requirements. If you need several services, explain the existing appointments and deadline before ordering so the team can identify the missing work. This article explains EFA procedures; it does not claim that StartCompany.ie itself holds an EFA appointment for your company.
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Official information and next steps
Official sources checked on 14 October 2026. This guide distinguishes the company office, filing authority and service scope for ordinary Irish LTDs; unusual structures, disputes and signing arrangements need tailored advice. Follow the current CRO instructions for the actual submission.
- Companies Act 2014, section 129: appointment and skills
- Companies Act 2014, section 226: secretary duties
- CRO: Electronic Filing Agents and Form B77
- Companies Act 2014, section 35: electronic filing authority
- Companies Act 2014, section 36: revoking EFA authority
- CRO: filing an annual return and accounts certification
- CRO annual returns leaflet: separate certification where an EFA signs
- CRO: signing in a dual capacity
- Companies Act 2014, section 134: director and secretary acts
- CRO: changing company officer information
- CRO: common Form B10 errors
- CRO: directors' and secretaries' responsibilities